SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FINNERAN JOHN G JR

(Last) (First) (Middle)
1680 CAPITAL ONE DRIVE

(Street)
MCLEAN VA 22102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Advisor and Corp Secy
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Options(1) $56.32 10/30/2020 G V 34,611 (2) 01/30/2023 Common Stock 34,611 $0 0 D
Stock Options(1) $70.96 10/30/2020 G V 29,783 (3) 01/29/2024 Common Stock 29,783 $0 0 D
Stock Options(1) $74.96 10/30/2020 G V 31,660 (4) 01/28/2025 Common Stock 31,660 $0 0 D
Stock Options(1) $63.73 10/30/2020 G V 30,246 (5) 02/03/2026 Common Stock 30,246 $0 0 D
Stock Options(1) $86.34 10/30/2020 G V 23,738 (6) 02/02/2027 Common Stock 23,738 $0 0 D
Explanation of Responses:
1. On October 30, 2020, the reporting person transferred these stock options as a gift to Catherine A. Cotter, as Trustee of the John G. Finneran, Jr. 2020 Irrevocable Trust dated October 19, 2020.
2. This option became exercisable in 1/3 increments beginning on February 10, 2014 and annually thereafter.
3. This option became exercisable in 1/3 increments beginning on February 15, 2015 and annually thereafter.
4. This option became exercisable in 1/3 increments beginning on February 15, 2016 and annually thereafter.
5. This option became exercisable in 1/3 increments beginning on February 15, 2017 and annually thereafter.
6. This option became exercisable in 1/3 increments beginning on February 15, 2018 and annually thereafter.
Remarks:
/s/ Cleo Belmonte (POA on file) 11/03/2020
** Signature of Reporting Person 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).
** 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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