SEC Filing | Capital One Financial Corp.

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SEC FORM 4 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^*

KLANE LARRY A

(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)
Pdt, Global Financial Services

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2007

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⁾	03/01/2007		S		159	D	$75.35	4,809	I	By spouse
Common Stock⁽¹⁾	03/01/2007		S		343	D	$76.27	4,466	I	By spouse
Common Stock⁽¹⁾	03/01/2007		S		282	D	$76.99	4,184	I	By spouse
Common Stock	03/02/2007		A⁽²⁾		13,640	A	$0	50,204	D
Common Stock	03/02/2007		A⁽³⁾		1,090	A	$0	5,274	I	By spouse
Common Stock	03/03/2007		F⁽⁴⁾		1,077	D	$76.79	49,127	D
Common Stock	03/03/2007		F⁽⁵⁾		138	D	$76.79	5,136	I	By spouse

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)
Common Stock	$76.79	03/02/2007		A		80,800		⁽⁶⁾	03/01/2017	Common Stock	80,800	$0	80,800	D
Common Stock	$76.79	03/02/2007		A		1,440		⁽⁶⁾	03/01/2017	Common Stock	1,440	$0	1,440	I	By spouse

Explanation of Responses:

1. These transactions were executed pursuant to a trading plan entered into by the reporting person's spouse on February 12, 2007, in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

2. This grant of restricted stock will vest in the following manner: 25% of the shares will vest on March 2, 2008, provided that the issuer achieves a determined earnings per share for 2007; 25% will vest on March 2, 2009 and the remaining 50% will vest on March 2, 2010.

3. This grant of restricted stock will vest in the following manner: 25% of the shares will vest on March 2, 2008, 25% will vest on March 2, 2009 and the remaining 50% will vest on March 2, 2009 and the remaining 50% will vest on March 2, 2010.

4. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock granted on March 3, 2006. This is authorized in the applicable restricted stock award agreement.

5. Represents the automatic withholding by the issuer to satisfy the reporting person's spouse tax obligation associated with the vesting of restricted stock granted on March 3, 2006. This is authorized in the applicable restricted stock award agreement.

6. This option becomes exercisable in 33 1/3% increments beginning on March 2, 2008 and annually thereafter.

	/s/ Tangela S. Richter (POA on file) for Larry A. Klane	03/05/2007
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints John G. Finneran, Polly
A. Nyquist and Tangela S. Richter, each of them, as the true and lawful
attorneys-in-fact(with full power of substitution and revocation in each) to:

(1)     execute, for and on behalf of the undersigned, any and all statements
        and reports required or permitted to be filed by the undersigned, in any
        and all capacities, under Section 16(a) of the Securities Exchange Act
        of 1934, as amended, and the rules promulgated thereunder (the "Act")
        with respect to the beneficial ownership of the securities of Capital
        One Financial Corporation (the "Company"), including without limitation
        Forms 3, 4, 5, and Form 144 required to be filed by the undersigned
        under Rule 144 of the Securities Act of 1933, as amended;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        statements and reports and file such statements and reports, with all
        amendments, supplements and exhibits thereto, with the Securities and
        Exchange Commission, the New York Stock Exchange and/or any other stock
        exchange or any similar authority and to deliver copies thereof to the
        Company;

(3)      take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in his or her
         discretion; and

(4)     request and receive from any broker (i) periodic reports detailing the
        undersigned's retail holdings of Capital One's securities held in his or
        her account(s) and, (ii) confirmations of acquisitions or dispositions
        of the company's securities, or other derivative instrument based on any
        of the company's equity affected by such broker in or through his or her
        account(s), with no obligation to receive further approval from the
        undersigned for such request(s).

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully as the undersigned could do if personally
present, with full power of substitution or revocation, and hereby ratifies and
confirms all that such attorneys-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney. The undersigned acknowledges that the
foregoing attorneys-in-fact, acting in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file statements or reports under Section
16(a) of the Act with respect to holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of ___ March ____, 2007.


Name:  Larry Klane

ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

STATE OF __ Virginia ___)

CITY/COUNTY OF ____ Fairfax)

The foregoing instrument was acknowledged before me this 5th day of
March, 2007 by Larry Klane.

Notary Public Victoria O'Connor
My commission expires December 31, 2008.