Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Sanjiv Yajnik	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, Financial Services
(Last)          (First)          (Middle) 1680 CAPITAL ONE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/16/2019
(Street) MCLEAN, VA 22102 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)	12/16/2019		M		27928	A	$70.96	139001 (2)	D
Common Stock (1)	12/16/2019		M		29688	A	$74.96	168689	D
Common Stock (1)	12/16/2019		S		57616	D	$105	111073	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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 (1)	$70.96	12/16/2019		M			27928	(3)	1/29/2024	Common Stock	27928.0	$0	0	D
Stock Options (1)	$74.96	12/16/2019		M			29688	(4)	1/28/2025	Common Stock	29688.0	$0	0	D

Explanation of Responses:
(1)	This transaction was executed pursuant to a trading plan entered into by the reporting person on November 14, 2019, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
(2)	Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction.
(3)	This option became exercisable in 1/3 increments beginning on February 15, 2015 and annually thereafter.
(4)	This option became exercisable in 1/3 increments beginning on February 15, 2016 and annually thereafter.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sanjiv Yajnik 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102			President, Financial Services

Signatures
Cleo Belmonte (POA on file)		12/18/2019
**Signature of Reporting Person		Date