SEC Form 4 · accession 0000927628-18-000088
CAPITAL ONE FINANCIAL CORP · COF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jory A Berson
Officer — Chief Human Resources Officer
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 6:29 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 StockF1 | Feb 15, 2018 | M | 3,703 | $0.00 | A | 85,906 | D | |
| Common StockF1 | Feb 15, 2018 | M | 3,120 | $0.00 | A | 89,026 | D | |
| Common StockF1 | Feb 15, 2018 | M | 2,300 | $0.00 | A | 91,326 | D | |
| Common StockF2 | Feb 15, 2018 | M | 7,378 | $0.00 | A | 98,704 | D | |
| Common StockF1 | Feb 15, 2018 | D | 3,703 | $99.52 | D | 95,001 | D | |
| Common StockF1 | Feb 15, 2018 | D | 3,120 | $99.52 | D | 91,881 | D | |
| Common StockF1 | Feb 15, 2018 | D | 2,300 | $99.52 | D | 89,581 | D | |
| Common StockF2 | Feb 15, 2018 | D | 7,378 | $99.52 | D | 82,203 | D | |
| Common Stock | Feb 15, 2018 | F | 1,379 | $98.67 | D | 80,824 | D | |
| Common Stock | Feb 15, 2018 | F | 1,872 | $98.67 | D | 78,952 | D | |
| Common Stock | Feb 15, 2018 | F | 1,794 | $98.67 | D | 77,158 | D | |
| Common StockF6 | holding | — | — | — | 6,712 | I | By 401(k) |
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,F7 | $0.00 | Feb 15, 2018 | M | 3,703 | D | — | — | Common Stock | 3,703 | 0 | D |
| 2016 Restricted Stock UnitsF1,F8 | $0.00 | Feb 15, 2018 | M | 3,120 | D | — | — | Common Stock | 3,120 | 3,120 | D |
| 2017 Restricted Stock UnitsF1,F9 | $0.00 | Feb 15, 2018 | M | 2,300 | D | — | — | Common Stock | 2,300 | 4,600 | D |
| Restricted Stock UnitsF2 | $0.00 | Feb 15, 2018 | M | 7,378 | D | Feb 15, 2018 | Feb 15, 2018 | Common Stock | 7,378 | 0 | D |
Explanation of responses
- F1On 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.
- F2Each 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.
- F3Represents 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.
- F4Represents 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.
- F5Represents 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.
- F6Represents the reporting person's equivalent share ownership in the Company's 401(k) Plan, a unitized plan, as of the date of the latest transaction.
- F7These restricted stock units vest in 1/3 increments beginning on February 15, 2016 and annually thereafter.
- F8These restricted stock units vest in 1/3 increments beginning on February 15, 2017 and annually thereafter.
- F9These restricted stock units vest in 1/3 increments beginning on February 15, 2018 and annually thereafter.