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 * Blinde Neal	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) EC, Commercial Banking
(Last)          (First)          (Middle) 1680 CAPITAL ONE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 1/31/2022
(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)	1/31/2022		A		81306	A	$0	81330	D
Common Stock (2)	1/31/2022		A		40892	A	$0	122222	D
Common Stock (3)	1/31/2022		A		20446	A	$0	142668	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

Explanation of Responses:
(1)	50% of this restricted stock unit award will vest on January 31, 2023, 30% will vest on January 31, 2024, and 20% will vest on January 31, 2025. Each restricted stock unit represents a contingent right to receive one share of Company common stock.
(2)	This restricted stock unit award will vest in 1/4 increments beginning on January 31, 2023 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.
(3)	This restricted stock unit award will vest in 1/3 increments beginning on January 31, 2023 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Blinde Neal 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102			EC, Commercial Banking

Signatures
/s/ Cleo Belmonte (POA on file)		2/2/2022
**Signature of Reporting Person		Date