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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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 * FAIRBANK RICHARD D	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 and CEO
(Last)          (First)          (Middle) 1680 CAPITAL ONE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/3/2022
(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	2/3/2022		M(1)		276	A	$148.29	3759129	D
Common Stock	2/3/2022		M(1)		186	A	$148.29	3759315	D
Common Stock	2/3/2022		M(2)		193	A	$148.29	3759508	D
Common Stock	2/3/2022		M(2)		169	A	$148.29	3759677	D
Common Stock	2/3/2022		F(1)		276	D	$148.29	3759401	D
Common Stock	2/3/2022		F(1)		186	D	$148.29	3759215	D
Common Stock	2/3/2022		F(2)		193	D	$148.29	3759022	D
Common Stock	2/3/2022		F(2)		169	D	$148.29	3758853	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
2020 Restricted Stock Units (3)	$0.0 (1)	2/3/2022		M (1)			276	2/15/2023	2/15/2023	Common Stock	276.0	$0	19087	D
Restricted Stock Units (4)	$0.0 (1)	2/3/2022		M (1)			186	2/15/2023	2/15/2023	Common Stock	186.0	$0	16757	D
2021 Restricted Stock Units (5)	$0.0 (2)	2/3/2022		M (2)			193	2/15/2024	2/15/2024	Common Stock	193.0	$0	17560	D
Restricted Stock Units (6)	$0.0 (2)	2/3/2022		M (2)			169	2/15/2024	2/15/2024	Common Stock	169.0	$0	15365	D
2022 Restricted Stock Units (7)	$0.0 (8)	2/3/2022		A		20231		2/15/2025	2/15/2025	Common Stock	20231.0	$0	20231	D
Restricted Stock Units (9)	$0.0 (8)	2/3/2022		A		16859		2/15/2025	2/15/2025	Common Stock	16859.0	$0	16859	D

Explanation of Responses:
(1)	Represents the automatic withholding of restricted stock units granted in January 2020 which settled in cash based on fair market value on February 3, 2022, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(2)	Represents the automatic withholding of restricted stock units granted in February 2021 which settled in cash based on fair market value on February 3, 2022, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(3)	Represents restricted stock units granted on January 30, 2020 for performance year 2019.
(4)	Represents restricted stock units granted on January 30, 2020 for performance year 2020.
(5)	Represents restricted stock units granted on February 4, 2021 for performance year 2020.
(6)	Represents restricted stock units granted on February 4, 2021 for performance year 2021.
(7)	Represents restricted stock units granted on February 3, 2022 for performance year 2021.
(8)	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 fifteen trading days preceding the vesting date.
(9)	Represents restricted stock units granted on February 3, 2022 for performance year 2022.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FAIRBANK RICHARD D 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102	X		Chairman and CEO

Signatures
/s/ Cleo Belmonte (POA on file)		2/7/2022
**Signature of Reporting Person		Date