SEC Form 4 · accession 0000927628-17-000065
CAPITAL ONE FINANCIAL CORP · COF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard D Fairbank
Officer — Chair, CEO and President · Director
Period of report
Feb 2, 2017
Accepted (ET)
Feb 6, 2017 · 7:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000927628
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 2, 2017 | M | 563 | $86.34 | A | 2,591,329 | D | |
| Common Stock | Feb 2, 2017 | M | 402 | $86.34 | A | 2,591,731 | D | |
| Common Stock | Feb 2, 2017 | F | 563 | $86.34 | D | 2,591,168 | D | |
| Common Stock | Feb 2, 2017 | F | 402 | $86.34 | D | 2,590,766 | D | |
| Common Stock | Feb 2, 2017 | F | 335 | $86.34 | D | 2,590,431 | D | |
| Common Stock | Feb 2, 2017 | F | 394 | $86.34 | D | 2,590,037 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 Restricted Stock UnitsF1 | $0.00 | Feb 2, 2017 | M | 563 | D | Feb 15, 2018 | Feb 15, 2018 | Common Stock | 563 | 38,214 | D |
| 2016 Restricted Stock UnitsF2 | $0.00 | Feb 2, 2017 | M | 402 | D | Feb 15, 2019 | Feb 15, 2019 | Common Stock | 402 | 27,607 | D |
| 2017 Restricted Stock UnitsF5 | $0.00 | Feb 2, 2017 | A | 20,675 | A | Feb 15, 2020 | Feb 15, 2020 | Common Stock | 20,675 | 20,675 | D |
| Stock Options | $86.34 | Feb 2, 2017 | A | 81,486 | A | Feb 15, 2020 | Feb 2, 2027 | Common Stock | 81,486 | 81,486 | D |
Explanation of responses
- F1Represents 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.
- F2Represents 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.
- F3Represents 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.
- F4Represents 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.
- F5Each 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.