Santos Kleber Form 4 CAPITAL ONE FINANCIAL / Kleber Santos ownership change

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^*

Santos Kleber

(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)
Pres., Retail & Direct Banking

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

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
Common Stock	02/15/2018		M		502	A	$0(1)	24,799	D
Common Stock	02/15/2018		M		1,636	A	$0(1)	26,435	D
Common Stock	02/15/2018		M		1,263	A	$0(1)	27,698	D
Common Stock	02/15/2018		M		4,412	A	$0(2)	32,110	D
Common Stock	02/15/2018		D		502	D	$99.52(1)	31,608	D
Common Stock	02/15/2018		D		1,636	D	$99.52(1)	29,972	D
Common Stock	02/15/2018		D		1,263	D	$99.52(1)	28,709	D
Common Stock	02/15/2018		D		4,412	D	$99.52(2)	24,297	D
Common Stock	02/15/2018		F(3)		698	D	$98.67	23,599	D
Common Stock	02/15/2018		F(4)		1,181	D	$98.67	22,418	D
Common Stock	02/15/2018		F(5)		917	D	$98.67	21,501	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 (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
2015 Restricted Stock Units	$0.0(1)	02/15/2018		M			502	(6)	(6)	Common Stock	502	$0(1)	0	D
2016 Restricted Stock Units	$0.0(1)	02/15/2018		M			1,636	(7)	(7)	Common Stock	1,636	$0(1)	1,636	D
2017 Restricted Stock Units	$0.0(1)	02/15/2018		M			1,263	(8)	(8)	Common Stock	1,263	$0(1)	2,526	D
Restricted Stock Units	$0.0(2)	02/15/2018		M			4,412	02/15/2018(2)	02/15/2018(2)	Common Stock	4,412	$0(2)	0	D

Explanation of Responses:

1. On February 15, 2018 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.

2. Each restricted stock unit vested on January 1, 2018 and settled in cash on February 15, 2018 based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the settlement date.

3. 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 29, 2015. This is authorized in the applicable restricted stock award agreement.

4. 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 4, 2016. This is authorized in the applicable restricted stock award agreement.

5. 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.

6. These restricted stock units vest in 1/3 increments beginning on February 15, 2016 and annually thereafter.

7. These restricted stock units vest in 1/3 increments beginning on February 15, 2017 and annually thereafter.

8. These restricted stock units vest in 1/3 increments beginning on February 15, 2018 and annually thereafter.

Remarks:

	Cleo Belmonte (POA on file)	02/20/2018
	** Signature of Reporting Person	Date
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