| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/01/2006 |
3. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 114,213 | D | |
| Common Stock(1) | 38,421 | I | By SERP(2) |
| Common Stock(1) | 13,916 | I | By Spouse |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right To Buy)(3) | 12/01/2006 | 12/09/2014 | Common Stock | 13,845 | 74.73 | D | |
| Employee Stock Option (Right To Buy)(3) | 12/01/2006 | 07/11/2015 | Common Stock | 172,678 | 78.93 | D | |
| Employee Stock Option (Right To Buy)(3) | 12/01/2006 | 07/11/2015 | Common Stock | 14,560 | 78.93 | D | |
| Employee Stock Option (Right To Buy)(3) | 12/01/2006 | 12/08/2015 | Common Stock | 13,845 | 73.84 | D | |
| Explanation of Responses: |
| 1. Pursuant to the terms and conditions of the Agreement Plan of Merger, dated as of March 12, 2006 (the "Merger Agreement"), between Capital One Financial Corporation ("Capital One") and North Fork Bancorporation, Inc. ("North Fork"), at the effective time of the merger on December 1st, 2006, each outstanding share of North Fork common stock was converted into the right to receive either $28.144 in cash or 0.3692 of a share of Capital One common stock, at the election of each North Fork stockholder and subject to proration as described in the Merger Agreement. The amounts of Capital One common stock disclosed were received by the reporting person in consideration for his North Fork holdings. |
| 2. Represents the number of shares beneficially owned by the reporting person in his Supplement Executive Retirement Plan ("SERP") account held by such account's record keeper for Capital One. |
| 3. Pursuant to the Merger Agreement, at the effective time of the merger on December 1st, 2006, each outstanding option to purchase North Fork common stock was converted into an option to purchase Capital One common stock on substantially the same terms , except that the number of options was adjusted by multiplying the number of North Fork options by 0.3692 and the exercise price was adjusted by dividing the North Fork exercise price by 0.3692. |
| /s/ Polly A. Nyquist (POA on file) | 12/05/2006 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEYThe undersigned hereby constitutes and appoints John G. Finneran, Jr.,
Frank R. Borchert, III, Polly A. Nyquist and Frederick L. Williams, 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
Form s 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 o pinion 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 securi ties, 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 t he
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 10th day of _November____, 2006.
Name: John A. KanasACKNOWLEDGEMENT FOR POWER OF ATTORNEY
STATE OF _New York_____)
CITY/Parish OF ___Suffolk__)
The foregoing instrument was acknowledged
before me this _10th_ day of ___November____, 2006
by
---John A. Kanas----.
Notary Public Aurelie A. Camp bell
#2468
My commission expires August 3, 2010