CAPITAL ONE FINANCIAL CORP — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAPITAL ONE FINANCIAL CORP (COF)
CIK: 0000927628
Period of Report: 2017-02-15

Reporting Person: Sanjiv Yajnik (President, Financial Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	M	4593	—	Acquired	170539	Direct
2017-02-15	Common Stock	M	4049	—	Acquired	174588	Direct
2017-02-15	Common Stock	M	3565	—	Acquired	178153	Direct
2017-02-15	Common Stock	M	11361	—	Acquired	189514	Direct
2017-02-15	Common Stock	D	4593	$88.31	Disposed	184921	Direct
2017-02-15	Common Stock	D	4049	$88.31	Disposed	180872	Direct
2017-02-15	Common Stock	D	3565	$88.31	Disposed	177307	Direct
2017-02-15	Common Stock	D	11361	$88.31	Disposed	165946	Direct
2017-02-15	Common Stock	F	1441	$90.93	Disposed	164505	Direct
2017-02-15	Common Stock	F	1364	$90.93	Disposed	163141	Direct
2017-02-15	Common Stock	F	2498	$90.93	Disposed	160643	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	2014 Restricted Stock Units	$0.0	M	4593	Disposed		Common Stock (4593.0)	Direct
2017-02-15	2015 Restricted Stock Units	$0.0	M	4049	Disposed		Common Stock (4049.0)	Direct
2017-02-15	2016 Restricted Stock Units	$0.0	M	3565	Disposed		Common Stock (3565.0)	Direct
2017-02-15	Restricted Stock Units	$0.0	M	11361	Disposed	2017-02-15	Common Stock (11361.0)	Direct

Footnotes

F1: On February 15, 2017 the restricted stock units were settled in cash based on the Company's average fair market value of shares of common stock over the fifteen trading days preceding the vesting date.

F2: Each restricted stock unit vested on January 1, 2017 and settled in cash on February 15, 2017 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.

F3: Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on January 30, 2014. This is authorized in the applicable restricted stock award agreement.

F4: Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on January 29, 2015. This is authorized in the applicable restricted stock award agreement.

F5: Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 4, 2016. This is authorized in the applicable restricted stock award agreement.

F6: These restricted stock units vest in 1/3 increments beginning on February 15, 2015 and annually thereafter.

F7: These restricted stock units vest in 1/3 increments beginning on February 15, 2016 and annually thereafter.

F8: These restricted stock units vest in 1/3 increments beginning on February 15, 2017 and annually thereafter.