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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Schneider Ryan M. (Last) (First) (Middle) 1680 CAPITAL ONE DRIVE (Street) MCLEAN VA 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) President, Card
	3. Date of Earliest Transaction (Month/Day/Year) 01/26/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/26/2011		M		27,760	A	$0.0000	123,845	D
Common Stock(2)	01/26/2011		A		26,202	A	$0.0000	150,047	D
Common Stock(3)	01/26/2011		A		17,545	A	$0.0000	167,592	D
Common Stock	01/26/2011		F(4)		18,583	D	$48.28	149,009	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2007 Performance Share Units	$0.0000(5)	01/26/2011		M			27,760	(5)	(5)	Common Stock	27,760	$0.0000	0.0000	D
Performance Share Units	$0.0000(6)	01/26/2011		A		16,770		(6)	(6)	Common Stock	16,770	$0.0000	16,770	D
Restricted Stock Units	$0.0000(7)	01/26/2011		A		23,923		(8)	(8)	Common Stock	23,923	$0.0000	23,923	D
Restricted Stock Units	$0.0000(7)	01/26/2011		A		17,730		12/15/2011	12/15/2011	Common Stock	17,730	$0.0000	17,730	D
Stock Options	$48.28	01/26/2011		A		72,683		(9)	01/25/2021	Common Stock	72,683	$0.0000	72,683	D

Explanation of Responses:

1. These performance shares for the December 10, 2007 grant were settled at the end of a three-year performance period based on the Company's total shareholder return as compared to the total shareholder return of a peer group of companies.

2. This restricted stock will vest in 1/3 increments beginning on January 26, 2012 and annually thereafter.

3. The performance shares for the December 10, 2007 grant were reported at 100% target. These shares represent the number of additional shares paid out based on actual performance plus the dividend shares accrued under the same grant.

4. These shares are automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares for the December 10, 2007 grant. This is authorized in the performance share award agreement.

5. These performance share units for the December 10, 2007 grant were settled at the end of a three-year performance period based on the Company's total shareholder return as compared to the total shareholder return of a peer group of companies.

6. These performance shares are settled at the end of a three-year performance period (January 1, 2011 to December 31, 2013) based on the Company's relative and absolute cash return on average tangible assets against a peer group of companies. The number of shares reported represents 200% of the target award amount. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable atsettlement.

7. Each 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 twenty trading days preceding the vesting date.

8. These restricted stock units will vest in 1/3 increments beginning on January 26, 2012 and annually thereafter.

9. This option becomes exercisable in 1/3 increments beginning on January 26, 2012 and annually thereafter.

	Gregory W. Seward (POA on file)	01/28/2011
	** Signature of Reporting Person	Date
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