Sec Form 4 Filing - FAIRBANK RICHARD D @ CAPITAL ONE FINANCIAL CORP - 2017-02-02

Insider filing report for Changes in Beneficial Ownership
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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
FAIRBANK RICHARD D
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
X __ Officer (give title below) _____ Other (specify below)
Chair, CEO and President
(Last) (First) (Middle)
1680 CAPITAL ONE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2017
(Street)
MCLEAN, VA22102
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 02/02/2017 M( 1 ) 563 A $ 86.34 2,591,329 D
Common Stock 02/02/2017 M( 2 ) 402 A $ 86.34 2,591,731 D
Common Stock 02/02/2017 F( 1 ) 563 D $ 86.34 2,591,168 D
Common Stock 02/02/2017 F( 2 ) 402 D $ 86.34 2,590,766 D
Common Stock 02/02/2017 F( 3 ) 335 D $ 86.34 2,590,431 D
Common Stock 02/02/2017 F( 4 ) 394 D $ 86.34 2,590,037 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
2015 Restricted Stock Units $ 0 ( 1 ) 02/02/2017 M( 1 ) 563 02/15/2018 02/15/2018 Common Stock 563 $ 0 38,214 D
2016 Restricted Stock Units $ 0 ( 2 ) 02/02/2017 M( 2 ) 402 02/15/2019 02/15/2019 Common Stock 402 $ 0 27,607 D
2017 Restricted Stock Units $ 0 ( 5 ) 02/02/2017 A 20,675 02/15/2020 02/15/2020 Common Stock 20,675 $ 0 20,675 D
Stock Options $ 86.34 02/02/2017 A 81,486 02/15/2020 02/02/2027 Common Stock 81,486 $ 0 81,486 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FAIRBANK RICHARD D
1680 CAPITAL ONE DRIVE
MCLEAN, VA22102
X Chair, CEO and President
Signatures
Cleo Belmonte (POA on file) 02/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the automatic withholding of restricted stock units granted in January 2015 which settled in cash based on fair market value on February 2, 2017, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
( 2 )Represents the automatic withholding of restricted stock units granted in February 2016 which settled in cash based on fair market value on February 2, 2017, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
( 3 )Represents shares automatically withheld in connection with restricted stock units granted in January 2015 with respect to which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
( 4 )Represents shares automatically withheld in connection with restricted stock units granted in February 2016 with respect to which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
( 5 )Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date.

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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