Alexander Robert M. Form 4 CAPITAL ONE FINANCIAL / Robert M. Alexander ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Alexander Robert M.

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/04/2021		M		24,445	A	$70.96	112,670	D
Common Stock⁽¹⁾	03/04/2021		M		27,266	A	$74.96	139,936	D
Common Stock⁽¹⁾	03/04/2021		S		16,391	D	$123.2⁽²⁾	123,545	D
Common Stock⁽¹⁾	03/04/2021		S		22,644	D	$124.19⁽³⁾	100,901	D
Common Stock⁽¹⁾	03/04/2021		S		34,217	D	$124.88⁽⁴⁾	66,684	D
Common Stock								2	I	Robert M. Alexander UGMA
Common Stock								100	I	The Alexander Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options⁽¹⁾	$70.96	03/04/2021		M			24,445	⁽⁵⁾	01/29/2024	Common Stock	24,445	$0	0	D
Stock Options⁽¹⁾	$74.96	03/04/2021		M			27,266	⁽⁶⁾	01/28/2025	Common Stock	27,266	$0	0	D

Explanation of Responses:

1. This transaction was executed pursuant to a trading plan entered into by the reporting person on February 2, 2021, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.69 to $123.67. Information regarding the number of shares sold at each price will be provided upon request.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.69 to $124.67. Information regarding the number of shares sold at each price will be provided upon request.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.70 to $125.65. Information regarding the number of shares sold at each price will be provided upon request.

5. This option became exercisable in 1/3 increments beginning on February 15, 2015 and annually thereafter.

6. This option became exercisable in 1/3 increments beginning on February 15, 2016 and annually thereafter.

Remarks:

	/s/ Cleo Belmonte (POA on file)	03/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Alexander Robert M. Form 4CAPITAL ONE FINANCIAL / Robert M. Alexander ownership change