Sec Form 4 Filing - ING GROEP NV @ CAPITAL ONE FINANCIAL CORP - 2012-09-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ING GROEP NV 2. Issuer Name and Ticker or Trading Symbol CAPITAL ONE FINANCIAL CORP [ COF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BIJLMERPLEIN 888 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2012 (Street) 1102 MG AMSTERDAM, P7 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (par value $0.01 per share) 09/10/2012 S 54,028,086 ( 1 ) D $ 55.2482 802,639 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ING GROEP NV BIJLMERPLEIN 888 1102 MG AMSTERDAM, P7 X Signatures /s/ Fred Severin, Compliance Officer, on behalf of ING Groep N.V. 09/10/2012 Signature of Reporting Person Date /s/ Sander Valkering, Business Manager, on behalf of ING Groep N.V. 09/10/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 10, 2012, ING Bank N.V., a wholly owned subsidiary of ING Groep N.V., sold an aggregate of 54,028,086 shares of common stock of Capital One Financial Corporation in an underwritten public offering pursuant to the Underwriting Agreement, dated September 4, 2012 (the "Underwriting Agreement"), among Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters listed in Schedule I thereto, Capital One Financial Corporation and ING Bank N.V. Pursuant to the Underwriting Agreement, ING Bank N.V. sold such 54,028,086 shares of Common Stock to the Underwriters at a price of $55.2482 per share of Common Stock. ( 2 )These shares are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios. Certain of these shares may be managed by third-party sub-managers over which ING Groep N.V. and its subsidiaries do not have the ability to either direct the vote or the disposition of such shares. ING Groep N.V. disclaims beneficial ownership of such shares.

Remarks: Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, ING Groep N.V. may be deemed a director-by-deputization by virtue of exercising its contractual right to nominate a representative to serve on the board of directors of Capital One Financial Corporation. C.P.A.J. (Eli) Leenaars was elected a director of Capital One Financial Corporation effective May 8, 2012 after being nominated by ING Groep N.V. to that role. Mr. Leenaars serves on the ING Management Board Banking. ING Groep N.V. expressly disclaims status as a director-by-deputization. In connection with the transaction described in footnote 1 above, pursuant to Section 2.01(a) of the Shareholders Agreement, dated February 17, 2012, between Capital One Financial Corporation and ING Groep N.V., Mr. Leenaars resigned from his position as a director of Capital One Financial Corporation effective as of September 10, 2012. After such resignation, ING Groep N.V. no longer has the contractual right to nominate any representative to serve on the board of directors of Capital One Financial Corporation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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