CAPITAL ONE FINANCIAL CORP — Director's Dealing 2014

Feb 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAPITAL ONE FINANCIAL CORP (COF)
CIK: 0000927628
Period of Report: 2014-01-30

Reporting Person: Slocum Michael (President, Commercial Banking)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-30	Common Stock	A	12430.0000	$0.0000	Acquired	47312.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-30	2014 Restricted Stock Units	$0.0000	A	10752.0000	Acquired		Common Stock (10752.0000)	Direct
2014-01-30	Restricted Stock Units	$0.0000	A	8245.0000	Acquired	2015-02-15	Common Stock (8245.0000)	Direct
2014-01-30	Stock Options	$70.9600	A	24404.0000	Acquired	2024-01-29	Common Stock (24404.0000)	Direct

Footnotes

F1: This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2015 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.

F2: Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date.

F3: This award is reported net of 431 units automatically withheld by the Company to satisfy the reporting person's tax obligation.

F4: These restricted stock units will vest in 1/3 increments beginning on February 15, 2015 and annually thereafter.

F5: Each restricted stock unit will vest on January 1, 2015 and will be settled in cash on February 15, 2015 based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the settlement date.

F6: This option becomes exercisable in 1/3 increments beginning on February 15, 2015 and annually thereafter.