SEC Form 4 · accession 0000927628-19-000056
CAPITAL ONE FINANCIAL CORP · COF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard D Fairbank
Officer — Chairman, CEO and President · Director
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 6:58 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 StockF2 | Jan 31, 2019 | M | 335 | $80.59 | A | 2,769,486 | D | |
| Common Stock | Jan 31, 2019 | M | 258 | $80.59 | A | 2,769,744 | D | |
| Common Stock | Jan 31, 2019 | F | 335 | $80.59 | D | 2,769,409 | D | |
| Common Stock | Jan 31, 2019 | F | 258 | $80.59 | D | 2,769,151 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 Restricted Stock UnitsF1 | $0.00 | Jan 31, 2019 | M | 335 | D | Feb 15, 2020 | Feb 15, 2020 | Common Stock | 335 | 20,057 | D |
| 2018 Restricted Stock UnitsF3 | $0.00 | Jan 31, 2019 | M | 258 | D | Feb 15, 2021 | Feb 15, 2021 | Common Stock | 258 | 23,472 | D |
| 2019 Restricted Stock UnitsF4 | $0.00 | Jan 31, 2019 | A | 34,744 | A | Feb 15, 2022 | Feb 15, 2022 | Common Stock | 34,744 | 34,744 | D |
| Restricted Stock UnitsF5 | $0.00 | Jan 31, 2019 | A | 21,715 | A | Feb 15, 2022 | Feb 15, 2022 | Common Stock | 21,715 | 21,715 | D |
Explanation of responses
- F1Represents the automatic withholding of restricted stock units granted in February 2017 which settled in cash based on fair market value on January 31, 2019, 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.
- F2Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.
- F3Represents the automatic withholding of restricted stock units granted in February 2018 which settled in cash based on fair market value on January 31, 2019, 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.
- F4Represents restricted stock units granted for performance year 2018. 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 days preceding the vesting date.
- F5Represents restricted stock units granted for performance year 2019. 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 days preceding the vesting date.