SEC Form 4 · accession 0001225208-16-025837
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
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 9:11 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,F2 | Feb 4, 2016 | A | 27,460 | $0.00 | A | 2,464,560 | D | |
| Common Stock | Feb 4, 2016 | M | 580 | $63.73 | A | 2,465,140 | D | |
| Common Stock | Feb 4, 2016 | M | 444 | $63.73 | A | 2,465,584 | D | |
| Common Stock | Feb 4, 2016 | F | 265 | $63.73 | D | 2,465,319 | D | |
| Common Stock | Feb 4, 2016 | F | 279 | $63.73 | D | 2,465,040 | D | |
| Common Stock | Feb 4, 2016 | F | 444 | $63.73 | D | 2,464,596 | D | |
| Common Stock | Feb 4, 2016 | F | 580 | $63.73 | D | 2,464,016 | 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 UnitsF3 | $0.00 | Feb 4, 2016 | M | 580 | D | Jan 29, 2015 | Feb 15, 2017 | Common Stock | 580 | 38,935 | D |
| 2015 Restricted Stock UnitsF4 | $0.00 | Feb 4, 2016 | M | 444 | D | Feb 15, 2018 | Feb 15, 2018 | Common Stock | 444 | 38,777 | D |
| 2016 Restricted Stock UnitsF7 | $0.00 | Feb 4, 2016 | A | 28,009 | A | Feb 15, 2019 | Feb 15, 2019 | Common Stock | 28,009 | 28,009 | D |
| Stock Options | $63.73 | Feb 4, 2016 | A | 106,973 | A | Feb 15, 2019 | Feb 3, 2026 | Common Stock | 106,973 | 106,973 | D |
Explanation of responses
- F1This restricted stock unit award will vest in full on February 15, 2019. Each restricted stock unit represents a contingent right to receive one share of Company common stock.
- 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 January 2014 which settled in cash based on fair market value on February 4, 2016, 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 the automatic withholding of restricted stock units granted in January 2015 which settled in cash based on fair market value on February 4, 2016, 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.
- F5Represents shares automatically withheld in connection with restricted stock units granted in January 2015 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.
- F6Represents 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.
- F7Each 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.