Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Santos Kleber
2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2017
3. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [COF]
(Last)
(First)
(Middle)
1680 CAPITAL ONE DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres., Retail & Direct Banking
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MCLEAN, VA 22102
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 17,470
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/15/2018(1) 02/15/2018(1) Common Stock 3,487 $ 0 (1) D  
2015 Restricted Stock Units   (2)   (2) Common Stock 502 $ 0 (3) D  
2017 Restricted Stock Units   (4)   (4) Common Stock 3,789 $ 0 (3) D  
2016 Restricted Stock Units   (5)   (5) Common Stock 3,272 $ 0 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Santos Kleber
1680 CAPITAL ONE DRIVE
MCLEAN, VA 22102
      Pres., Retail & Direct Banking  

Signatures

Cleo Belmonte (POA on file) 03/29/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Each restricted stock unit will vest on January 1, 2018 and will be settled in cash on February 15, 2018 based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the settlement date.
(2) These restricted stock units will vest in 1/3 increments beginning on February 15, 2016 and annually thereafter.
(3) 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.
(4) These restricted stock units will vest in 1/3 increments beginning on February 15, 2018 and annually thereafter.
(5) These restricted stock units will vest in 1/3 increments beginning on February 15, 2017 and annually thereafter.

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