CAPITAL ONE FINANCIAL CORP — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAPITAL ONE FINANCIAL CORP (COF)
CIK: 0000927628
Period of Report: 2020-02-15

Reporting Person: FINNERAN JOHN G JR (Senior Advisor and Corp Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-15	Common Stock	M	2852	—	Acquired	57570	Direct
2020-02-15	Common Stock	M	2399	—	Acquired	59969	Direct
2020-02-15	Common Stock	D	2852	$102.03	Disposed	57117	Direct
2020-02-15	Common Stock	D	2399	$102.03	Disposed	54718	Direct
2020-02-15	Common Stock	F	2377	$102.64	Disposed	52341	Direct
2020-02-15	Common Stock	F	2018	$102.64	Disposed	50323	Direct
2020-02-15	Common Stock	F	2700	$102.64	Disposed	47623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-15	2017 Restricted Stock Units	$0.0	M	2852	Disposed		Common Stock (2852.0)	Direct
2020-02-15	2018 Restricted Stock Units	$0.0	M	2399	Disposed		Common Stock (2399.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45527	Indirect

Footnotes

F1: On February 15, 2020, 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: On February 3, 2020, the reporting person contributed 45,527 shares previously owned directly to a grantor retained annuity trust.

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: 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 31, 2019. This is authorized in the applicable restricted stock award agreement.

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.