SEC Form 4 · accession 0001225208-15-002607
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
Jan 29, 2015
Accepted (ET)
Feb 2, 2015 · 5:28 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 | Jan 29, 2015 | A | 23,346 | $0.00 | A | 2,235,843 | D | |
| Common Stock | Jan 29, 2015 | M | 561 | $74.96 | A | 2,236,404 | D | |
| Common Stock | Jan 29, 2015 | F | 280 | $74.96 | D | 2,236,124 | D | |
| Common Stock | Jan 29, 2015 | F | 561 | $74.96 | D | 2,235,563 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Restricted Stock UnitsF2 | $0.00 | Jan 29, 2015 | M | 561 | D | Jan 29, 2015 | Feb 15, 2017 | Common Stock | 561 | 39,515 | D |
| 2015 Restricted Stock UnitsF4 | $0.00 | Jan 29, 2015 | A | 39,221 | A | Feb 15, 2018 | Feb 15, 2018 | Common Stock | 39,221 | 39,221 | D |
| Stock Options | $74.96 | Jan 29, 2015 | A | 115,812 | A | Feb 15, 2018 | Jan 29, 2025 | Common Stock | 115,812 | 115,812 | D |
Explanation of responses
- F1This restricted stock unit award will vest in full on February 15, 2018. Each restricted stock unit represents a contingent right to receive one share of Company common stock.
- F2Represents the automatic withholding of restricted stock units granted in January 2014 which settled in cash based on the fair market value on January 29, 2015, 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 2014 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.
- F4Each 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.