SEC Form 4 · accession 0000927628-19-000099
CAPITAL ONE FINANCIAL CORP · COF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew W Cooper
Officer — General Counsel
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 4:47 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, 2019 | M | 1,688 | $0.00 | A | 38,290 | D | |
| Common StockF1 | Feb 15, 2019 | M | 1,600 | $0.00 | A | 39,890 | D | |
| Common StockF1 | Feb 15, 2019 | M | 1,311 | $0.00 | A | 41,201 | D | |
| Common StockF1 | Feb 15, 2019 | D | 1,688 | $79.85 | D | 39,513 | D | |
| Common StockF1 | Feb 15, 2019 | D | 1,600 | $79.85 | D | 37,913 | D | |
| Common StockF1 | Feb 15, 2019 | D | 1,311 | $79.85 | D | 36,602 | D | |
| Common Stock | Feb 15, 2019 | F | 1,653 | $81.57 | D | 34,949 | D | |
| Common Stock | Feb 15, 2019 | F | 1,609 | $81.57 | D | 33,340 | D | |
| Common Stock | Feb 15, 2019 | F | 1,270 | $81.57 | D | 32,070 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Restricted Stock UnitsF1,F5 | $0.00 | Feb 15, 2019 | M | 1,688 | D | — | — | Common Stock | 1,688 | 0 | D |
| 2017 Restricted Stock UnitsF1,F6 | $0.00 | Feb 15, 2019 | M | 1,600 | D | — | — | Common Stock | 1,600 | 1,601 | D |
| 2018 Restricted Stock UnitsF1,F7 | $0.00 | Feb 15, 2019 | M | 1,311 | D | — | — | Common Stock | 1,311 | 2,624 | D |
Explanation of responses
- F1On February 15, 2019, 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.
- F2Represents 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.
- 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 February 2, 2017. 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 1, 2018. This is authorized in the applicable restricted stock award agreement.
- F5These restricted stock units vest in 1/3 increments beginning on February 15, 2017 and annually thereafter.
- F6These restricted stock units vest in 1/3 increments beginning on February 15, 2018 and annually thereafter.
- F7These restricted stock units vest in 1/3 increments beginning on February 15, 2019 and annually thereafter.