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
|
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP
[ COF ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chairman, CEO and President |
|
3. Date of Earliest Transaction
(Month/Day/Year)
08/03/2005
|
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
|
08/03/2005 |
|
M |
|
5,038 |
A |
$9.73
|
2,284,604 |
D |
|
|
Common Stock
|
08/03/2005 |
|
S |
|
2,538 |
D |
$82.98
|
2,282,066 |
D |
|
|
Common Stock
|
08/04/2005 |
|
M |
|
5,038 |
A |
$9.73
|
2,287,104 |
D |
|
|
Common Stock
|
08/04/2005 |
|
S |
|
2,538 |
D |
$83.22
|
2,284,566 |
D |
|
| Common Stock |
|
|
|
|
|
|
|
107,502 |
I |
By Fairbank Morris Inc. |
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 |
| Employee Stock Option (Right to Buy) |
$9.73
|
08/03/2005 |
|
M |
|
|
5,038 |
|
09/14/2005 |
Common Stock |
5,038 |
$9.73
|
95,723 |
D |
|
| Employee Stock Option (Right to Buy) |
$9.73
|
08/04/2005 |
|
M |
|
|
5,038 |
|
09/14/2005 |
Common Stock |
5,038 |
$9.73
|
90,685 |
D |
|
| Explanation of Responses: |
|
|
|
By: Frederick L. Williams (POA on file) |
08/05/2005 |
|
** 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., 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 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 27 day of
_July____________, 20__.
Name: Richard D. Fairbank
ACKNOWLEDGEMENT FOR POWER OF ATTORNEY
STATE OF _Virginia_____)
CITY/COUNTY OF ___Fairfax )
The foregoing instrument was acknowledged
before me this _27_ day of ___July_____________, 2005
by
---Richard D. Fairbank----.
Notary Public Suzanne Farris
My commission expires __January 31, 2006.
