Capital One Financial (COF) Form 4 CAPITAL ONE FINANCIAL / RICHARD D FAIRBANK 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^*

FAIRBANK RICHARD D

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024

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	02/01/2024		M(1)		220	A	$134.56	3,848,638(2)	D
Common Stock	02/01/2024		M(1)		272	A	$134.56	3,848,910	D
Common Stock	02/01/2024		M(3)		267	A	$134.56	3,849,177	D
Common Stock	02/01/2024		M(3)		234	A	$134.56	3,849,411	D
Common Stock	02/01/2024		F(1)		220	D	$134.56	3,849,191	D
Common Stock	02/01/2024		F(1)		272	D	$134.56	3,848,919	D
Common Stock	02/01/2024		F(3)		267	D	$134.56	3,848,652	D
Common Stock	02/01/2024		F(3)		234	D	$134.56	3,848,418	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
2022 Restricted Stock Units(4)	$0(1)	02/01/2024		M(1)			220	02/15/2025	02/15/2025	Common Stock	220	$0	19,791	D
Restricted Stock Units(5)	$0(1)	02/01/2024		M(1)			272	02/15/2025	02/15/2025	Common Stock	272	$0	16,404	D
2023 Restricted Stock Units(6)	$0(3)	02/01/2024		M(3)			267	02/15/2026	02/15/2026	Common Stock	267	$0	24,288	D
Restricted Stock Units(7)	$0(3)	02/01/2024		M(3)			234	02/15/2026	02/15/2026	Common Stock	234	$0	21,305	D
2024 Restricted Stock Units(8)	$0(9)	02/01/2024		A		34,929		02/15/2027	02/15/2027	Common Stock	34,929	$0	34,929	D
Restricted Stock Units(10)	$0(9)	02/01/2024		A		18,580		02/15/2027	02/15/2027	Common Stock	18,580	$0	18,580	D

Explanation of Responses:

1. Represents the automatic withholding of restricted stock units granted in February 2022 which settled in cash based on fair market value on February 1, 2024, 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. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.

3. Represents the automatic withholding of restricted stock units granted in January 2023 which settled in cash based on fair market value on February 1, 2024, 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.

4. Represents restricted stock units granted on February 3, 2022 for performance year 2021.

5. Represents restricted stock units granted on February 3, 2022 for performance year 2022.

6. Represents restricted stock units granted January 26, 2023 for performance year 2022.

7. Represents restricted stock units granted January 26, 2023 for performance year 2023.

8. Represents restricted stock units granted February 1, 2024 for performance year 2023.

9. 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 davs preceding the vesting date.

10. Represents restricted stock units granted February 1, 2024 for performance year 2024.

Remarks:

	/s/ Jason S. Frank (POA on file)	02/05/2024
	** 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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