SEC Form 4 · accession 0001225208-15-004481
CAPITAL ONE FINANCIAL CORP · COF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John G Finneran Jr.
Officer — Gen. Counsel & Corp. Secretary
Period of report
Feb 15, 2015
Accepted (ET)
Feb 18, 2015 · 4:29 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, 2015 | M | 10,119 | $0.00 | A | 117,779 | D | |
| Common StockF2 | Feb 15, 2015 | M | 4,879 | $0.00 | A | 122,658 | D | |
| Common Stock | Feb 15, 2015 | F | 2,861 | $78.88 | D | 119,797 | D | |
| Common StockF2 | Feb 15, 2015 | D | 4,879 | $76.27 | D | 114,918 | D | |
| Common StockF1 | Feb 15, 2015 | D | 10,119 | $76.27 | D | 104,799 | D | |
| Common StockF4 | Feb 17, 2015 | M | 57,760 | $78.71 | A | 162,559 | D | |
| Common StockF4 | Feb 17, 2015 | S | 57,760 | $79.36 | D | 104,799 | D | |
| Common Stock | holding | — | — | — | 33,221 | I | By Spouse | |
| Common Stock | holding | — | — | — | 31,683 | I | Finneran/Cotter Children's Trust |
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,F5 | $0.00 | Feb 15, 2015 | M | 4,879 | D | — | — | Common Stock | 4,879 | 9,758 | D |
| Restricted Stock UnitsF1 | $0.00 | Feb 15, 2015 | M | 10,119 | D | Feb 15, 2015 | Feb 15, 2015 | Common Stock | 10,119 | 0 | D |
| Stock OptionsF4,F6 | $78.71 | Feb 17, 2015 | M | 57,760 | D | — | Mar 14, 2015 | Common Stock | 57,760 | 0 | D |
Explanation of responses
- F1Each restricted stock unit vested on January 1, 2015 and settled in cash on February 15, 2015 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.
- F2On February 15, 2015, 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.
- 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 30, 2014. This is authorized in the applicable restricted stock award agreement.
- F4This transaction was executed pursuant to a trading plan entered into by the reporting person on May 13, 2014, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F5These restricted stock units vest in 1/3 increments beginning on February 15, 2015 and annually thereafter.
- F6This option becomes exercisable in 33 1/3% increments beginning on March 15, 2006 and annually from that date thereafter.