CAPITAL ONE FINANCIAL CORP — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAPITAL ONE FINANCIAL CORP (COF)
CIK: 0000927628
Period of Report: 2019-02-15

Reporting Person: Santos Kleber (Pres., Retail & Direct Banking)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	M	1636	—	Acquired	28791	Direct
2019-02-15	Common Stock	M	1263	—	Acquired	30054	Direct
2019-02-15	Common Stock	M	1359	—	Acquired	31413	Direct
2019-02-15	Common Stock	D	1636	$79.85	Disposed	29777	Direct
2019-02-15	Common Stock	D	1263	$79.85	Disposed	28514	Direct
2019-02-15	Common Stock	D	1359	$79.85	Disposed	27155	Direct
2019-02-15	Common Stock	F	1703	$81.57	Disposed	25452	Direct
2019-02-15	Common Stock	F	1331	$81.57	Disposed	24121	Direct
2019-02-15	Common Stock	F	1097	$81.57	Disposed	23024	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	2016 Restricted Stock Units	$0.0	M	1636	Disposed		Common Stock (1636.0)	Direct
2019-02-15	2017 Restricted Stock Units	$0.0	M	1263	Disposed		Common Stock (1263.0)	Direct
2019-02-15	2018 Restricted Stock Units	$0.0	M	1359	Disposed		Common Stock (1359.0)	Direct

Footnotes

F1: On February 15, 2019, 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: 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.

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 February 2, 2017. 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 February 1, 2018. This is authorized in the applicable restricted stock award agreement.

F5: These restricted stock units vest in 1/3 increments beginning on February 15, 2017 and annually thereafter.

F6: These restricted stock units vest in 1/3 increments beginning on February 15, 2018 and annually thereafter.

F7: These restricted stock units vest in 1/3 increments beginning on February 15, 2019 and annually thereafter.