Statement of Changes in Beneficial Ownership (4)
November 14 2016 - 6:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FAIRBANK RICHARD D
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2. Issuer Name
and
Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP
[
COF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chair, CEO and President
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(Last)
(First)
(Middle)
1680 CAPITAL ONE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2016
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(Street)
MCLEAN, VA 22102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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11/9/2016
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M
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216751.0000
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A
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$76.4500
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2809767.0000
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D
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Common Stock
(1)
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11/9/2016
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M
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145231.0000
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A
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$50.9900
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2954998.0000
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D
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Common Stock
(1)
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11/9/2016
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S
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145231.0000
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D
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$75.0900
(2)
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2809767.0000
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D
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Common Stock
(1)
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11/9/2016
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S
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216751.0000
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D
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$76.5700
(3)
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2593016.0000
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D
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Common Stock
(1)
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11/10/2016
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M
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378100.0000
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A
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$76.4500
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2971116.0000
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D
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Common Stock
(1)
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11/10/2016
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S
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44778.0000
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D
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$79.2000
(4)
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2926338.0000
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D
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Common Stock
(1)
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11/10/2016
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S
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77025.0000
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D
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$77.4600
(5)
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2849313.0000
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D
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Common Stock
(1)
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11/10/2016
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S
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256297.0000
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D
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$78.4700
(6)
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2593016.0000
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D
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Common Stock
(1)
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11/11/2016
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M
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132942.0000
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A
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$50.9900
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2725958.0000
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D
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Common Stock
(1)
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11/11/2016
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S
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132942.0000
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D
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$80.1000
(7)
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2593016.0000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
(1)
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$50.9900
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11/9/2016
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M
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145231.0000
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(8)
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12/9/2017
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Common Stock
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145231.0000
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$0.0000
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1246335.0000
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D
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Stock Options
(1)
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$76.4500
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11/9/2016
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M
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216751.0000
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(9)
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12/10/2016
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Common Stock
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216751.0000
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$0.0000
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378100.0000
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D
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Stock Options
(1)
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$76.4500
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11/10/2016
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M
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378100.0000
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(9)
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12/10/2016
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Common Stock
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378100.0000
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$0.0000
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0.0000
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D
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Stock Options
(1)
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$50.9900
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11/11/2016
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M
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132942.0000
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(8)
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12/9/2017
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Common Stock
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132942.0000
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$0.0000
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1113393.0000
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D
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Explanation of Responses:
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(
1)
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This transaction was executed pursuant to a trading plan entered into by the reporting person on November 13, 2015, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
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(
2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.30. Information regarding the number of shares sold at each price will be provided upon request.
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(
3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.55 to $76.63. Information regarding the number of shares sold at each price will be provided upon request.
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(
4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.01 to $79.66. Information regarding the number of shares sold at each price will be provided upon request.
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(
5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.09 to $78.00. Information regarding the number of shares sold at each price will be provided upon request.
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(
6)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.01 to $79.00. Information regarding the number of shares sold at each price will be provided upon request.
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(
7)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.46. Information regarding the number of shares sold at each price will be provided upon request.
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(
8)
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The grant became exercisable in full on December 10, 2010, the third anniversary of the grant date.
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(
9)
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The grant became exercisable in full on December 11, 2011, the fifth anniversary of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FAIRBANK RICHARD D
1680 CAPITAL ONE DRIVE
MCLEAN, VA 22102
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X
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Chair, CEO and President
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Signatures
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Cleo Belmonte (POA on file)
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11/14/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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