| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 02/21/2008 | A | 20,770 | A | $0.0000 | 82,696(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options | $48.95 | 02/21/2008 | A | 139,390 | (3) | 02/20/2018 | Common Stock | 139,390 | $0.0000 | 139,390 | D | ||||
| Explanation of Responses: |
| 1. This grant of restricted stock is contingent upon the achievement by the issuer of a predetermined earnings per share for 2007. The shares vest in the following manner: 25% of the shares will vest on February 21, 2009; 25% will vest on February 21, 2010 and the remaining 50% will vest on February 21, 2011. |
| 2. Includes shares acquired by The reporting person under the Associate Stock Purchase Plan since the last reported transactions. |
| 3. This option becomes exercisable in 33 1/3 increments beginning on February 21, 2009 and annually thereafter. |
| /s/ Tangela S. Richter | 02/25/2008 | |
| ** 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. | ||
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints John G.
Finneran, Jr., Stephen T. Gannon and Tangela S. Richter, each of them,
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
&nb sp; 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 conta in 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 u ndersigned 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 required,
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 revokes all prior Powers of Attorney submitted to
the Company with respect to the matters expressed herein, and 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 28th day of
_January____, 2008.
Name: Peter A. Schnall
ACKNOWLEDGEMENT FOR POWER OF ATTORNEYSTATE OF _Virginia_____)
CITY/County OF ___Fairfax__)
Th e foregoing instrument was acknowledged
before me this _28th day of _January____, 2008
by --- Peter A. Schnall ----.
Notary Public Victoria O'Connor
Registration #249192
My commission expires December 31, 2008