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 |
Employee Stock Option (Right To Buy)
(3)
|
12/01/2006 |
12/09/2014 |
Common Stock
|
13,845
|
$
74.73
|
D
|
Â
|
Employee Stock Option (Right To Buy)
(3)
|
12/01/2006 |
07/11/2015 |
Common Stock
|
172,678
|
$
78.93
|
D
|
Â
|
Employee Stock Option (Right To Buy)
(3)
|
12/01/2006 |
07/11/2015 |
Common Stock
|
14,560
|
$
78.93
|
D
|
Â
|
Employee Stock Option (Right To Buy)
(3)
|
12/01/2006 |
12/08/2015 |
Common Stock
|
13,845
|
$
73.84
|
D
|
Â
|
* |
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) |
Pursuant to the terms and conditions of the Agreement Plan of Merger, dated as of March 12, 2006 (the "Merger Agreement"), between Capital One Financial Corporation ("Capital One") and North Fork Bancorporation, Inc. ("North Fork"), at the effective time of the merger on December 1st, 2006, each outstanding share of North Fork common stock was converted into the right to receive either $28.144 in cash or 0.3692 of a share of Capital One common stock, at the election of each North Fork stockholder and subject to proration as described in the Merger Agreement. The amounts of Capital One common stock disclosed were received by the reporting person in consideration for his North Fork holdings. |
(2) |
Represents the number of shares beneficially owned by the reporting person in his Supplement Executive Retirement Plan ("SERP") account held by such account's record keeper for Capital One. |
(3) |
Pursuant to the Merger Agreement, at the effective time of the merger on December 1st, 2006, each outstanding option to purchase North Fork common stock was converted into an option to purchase Capital One common stock on substantially the same terms , except that the number of options was adjusted by multiplying the number of North Fork options by 0.3692 and the exercise price was adjusted by dividing the North Fork exercise price by 0.3692. |