The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated
July 27, 2016
PRICING SUPPLEMENT NO.
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-209682 and 333-209682-01
Dated July , 2016
|
|
JPMorgan Chase Financial Company LLC Capped GEARS
Linked to the EURO STOXX 50
®
Index due on or
about October 3, 2017
Fully and Unconditionally Guaranteed by JPMorgan Chase &
Co.
Capped GEARS (Growth Enhanced Asset Return Securities), which
we refer to as the “Securities,” are unsecured and unsubordinated debt securities issued by JPMorgan Chase Financial
Company LLC (“JPMorgan Financial”), the payment on which is fully and unconditionally guaranteed by JPMorgan Chase
& Co., with a return linked to the performance of the EURO STOXX 50
®
Index (the “Underlying”). If
the Underlying Return is positive, JPMorgan Financial will repay your principal amount at maturity plus pay a return equal to the
Underlying Return times the Upside Gearing of 3.00, up to the Maximum Gain of between 20.00% and 23.00%, which will be finalized
on the Trade Date and provided in the pricing supplement. If the Underlying Return is zero, JPMorgan Financial will repay your
principal amount at maturity. However, if the Underlying Return is negative, JPMorgan Financial will repay less than your principal
amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Underlying Return. In this
case, you will have full downside exposure to the Underlying from the Initial Value to the Final Value and could lose all of your
principal amount.
Investing in the Securities involves significant risks. You may lose some or all of your principal amount.
You will not receive dividends or other distributions paid on any stocks included in the Underlying, and the Securities will not
pay interest. Any payment on the Securities is subject to the creditworthiness of JPMorgan Financial as issuer of the Securities,
and the creditworthiness of JPMorgan Chase & Co., as guarantor of the Securities. If JPMorgan Financial and JPMorgan Chase
& Co. were to default on their payment obligations, you may not receive any amounts owed to you under the Securities and you
could lose your entire investment.
Features
|
|
Key
Dates
|
q
Enhanced
Growth Potential Subject to Maximum Gain
— At maturity,
the Upside Gearing feature will provide leveraged exposure to any positive performance of the Underlying, up to the Maximum Gain
of between 20.00% and 23.00%, which will be finalized on the Trade Date and provided in the pricing supplement. If the Underlying
Return is negative, investors will be exposed to the negative Underlying Return at maturity.
q
Full
Downside Market Exposure
— If the Underlying Return is
negative, investors will be exposed to the negative Underlying Return at maturity and JPMorgan Financial will pay less than your
principal amount, if anything, resulting in a loss of principal that is proportionate to the Underlying’s decline from the
Initial Value to the Final Value. You may lose some or all of your principal. Any payment on the Securities is subject to the creditworthiness
of JPMorgan Financial and JPMorgan Chase & Co.
|
|
Trade Date
1
|
July 28, 2016
|
Original Issue Date (Settlement Date)
1
|
August 2, 2016
|
Final Valuation Date
2
|
September 28, 2017
|
Maturity Date
2
|
October 3, 2017
|
1
|
Expected. In the event that we make any change to the expected Trade Date and Settlement Date, the Final Valuation Date and/or the Maturity Date will be changed so that the stated term of the Securities remains the same.
|
2
|
Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying –– Notes Linked to a Single Underlying (Other Than a Commodity Index)” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
|
|
|
|
|
|
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL
DEBT INSTRUMENTS. JPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY,
AND THE SECURITIES HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT
IN PURCHASING A DEBT OBLIGATION OF JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO. YOU SHOULD
NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN
THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY
RISKS” BEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE PS-10 OF THE ACCOMPANYING
PRODUCT SUPPLEMENT AND UNDER “RISK FACTORS” BEGINNING ON PAGE US-2 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT BEFORE
PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE
MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES. THE
SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
We are offering Capped GEARS linked to the EURO STOXX 50
®
Index. The Securities are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples thereof. The
return on the Securities is subject to, and will not exceed, the Maximum Gain. The Maximum Gain and Initial Value will be finalized
on the Trade Date and provided in the pricing supplement. The actual Maximum Gain will not be less than the bottom of the range
listed below, but you should be willing to invest in the Securities if the Maximum Gain were set equal to the bottom of that range.
Underlying
|
Upside Gearing
|
Maximum Gain
|
Initial Value
|
CUSIP
|
ISIN
|
EURO STOXX 50
®
Index (Bloomberg ticker: SX5E)
|
3.00
|
20.00% to 23.00%
|
•
|
48128P100
|
US48128P1003
|
See “Additional Information about JPMorgan Financial,
JPMorgan Chase & Co. and the Securities” in this pricing supplement. The Securities will have the terms specified in
the prospectus and the prospectus supplement, each dated April 15, 2016, product supplement no. UBS-1-I dated April 15, 2016, underlying
supplement no. 1-I dated April 15, 2016 and this pricing supplement.
The terms of the Securities as set forth in this pricing
supplement, to the extent they differ or conflict with those set forth in the accompanying product supplement, will supersede the
terms set forth in that product supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the Securities or passed upon the accuracy or the adequacy of
this pricing supplement or the accompanying prospectus, the accompanying prospectus supplement, the accompanying product supplement
and the accompanying underlying supplement. Any representation to the contrary is a criminal offense.
|
Price to Public1
|
Fees and Commissions2
|
Proceeds to Issuer
|
Offering of Securities
|
Total
|
Per Security
|
Total
|
Per Security
|
Total
|
Per Security
|
Securities Linked to the EURO STOXX 50
®
Index
|
|
$10.00
|
|
$0.20
|
|
$9.80
|
1
|
See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the Securities.
|
2
|
UBS Financial Services Inc., which we refer to as UBS, will receive selling commissions from us that will not exceed $0.20 per $10 principal amount Security. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement, as supplemented by “Supplemental Plan of Distribution” in this pricing supplement.
|
If the Securities priced today and assuming a Maximum Gain
equal to the middle of the range listed above, the estimated value of the Securities would be approximately $9.798 per $10 principal
amount Security. The estimated value of the Securities, when the terms of the Securities are set, will be provided in the pricing
supplement and will not be less than $9.50 per $10 principal amount Security. See “The Estimated Value of the Securities”
in this pricing supplement for additional information.
The Securities are not bank deposits, are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
UBS Financial Services Inc.
|
|
Additional
Information about JPMorgan Financial, JPMorgan Chase & Co. and the Securities
|
You may revoke your offer to purchase the Securities at any time
prior to the time at which we accept such offer by notifying the agent. We reserve the right to change the terms of, or reject
any offer to purchase, the Securities prior to their issuance. In the event of any changes to the terms of the Securities, we will
notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes,
in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying
prospectus, as supplemented by the accompanying prospectus supplement, relating to our Series A medium-term notes of which these
Securities are a part, and the more detailed information contained in the accompanying product supplement and the accompanying
underlying supplement.
This pricing supplement, together with the documents listed below, contains the terms of the Securities
and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary
or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures
or other educational materials of ours.
You should carefully consider, among other things, the matters set forth in the “Risk
Factors” sections of the accompanying product supplement and the accompanying underlying supplement, as the Securities involve
risks not associated with conventional debt securities.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1665650,
and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, the “Issuer,” “JPMorgan
Financial,” “we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.
Supplemental
Terms of the Securities
|
For purposes of the accompanying product supplement, the EURO
STOXX 50
®
Index is an “Index.”
Investor
Suitability
The Securities may be suitable for you if, among other considerations:
t
You
fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal amount.
t
You
can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that has the same
downside market risk as a hypothetical investment in the Underlying.
t
You
believe the level of the Underlying will increase over the term of the Securities and that the appreciation is unlikely to exceed
an amount equal to the Maximum Gain indicated on the cover hereof (the actual Maximum Gain will be finalized on the Trade Date
and provided in the pricing supplement and will not be less than the bottom of the range indicated on the cover hereof).
t
You
understand and accept that your potential return is limited by the Maximum Gain and you would be willing to invest in the Securities
if the Maximum Gain were set equal to the bottom of the range indicated on the cover hereof.
t
You
can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying.
t
You
do not seek current income from your investment and are willing to forgo dividends paid on the stocks included in the Underlying.
t
You
are willing and able to hold the Securities to maturity.
t
You
accept that there may be little or no secondary market for the Securities and that any secondary market will depend in large part
on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to trade the Securities.
t
You
understand and accept the risks associated with the Underlying.
t
You
are willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities,
and understand that if JPMorgan Financial and JPMorgan Chase & Co. default on their obligations, you may not receive any amounts
due to you including any repayment of principal.
|
|
The Securities may not be suitable for you if, among other
considerations:
t
You
do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal
amount.
t
You
require an investment designed to provide a full return of principal at maturity.
t
You
cannot tolerate a loss of all or a substantial portion of your investment, or you are not willing to make an investment that has
the same downside market risk as a hypothetical investment in the Underlying.
t
You
believe the level of the Underlying will decline over the term of the Securities, or you believe the Underlying will appreciate
over the term of the Securities by more than the Maximum Gain indicated on the cover hereof (the actual Maximum Gain will be finalized
on the Trade Date and provided in the pricing supplement and will not be less than the bottom of the range indicated on the cover
hereof).
t
You
seek an investment that has unlimited return potential without a cap on appreciation.
t
You
would be unwilling to invest in the Securities if the Maximum Gain were set equal to the bottom of the range indicated on the cover
hereof.
t
You
cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying.
t
You
seek current income from your investment or prefer not to forgo dividends paid on the stocks included in the Underlying.
t
You
are unwilling or unable to hold the Securities to maturity and seek an investment for which there will be an active secondary market.
t
You
do not understand or accept the risks associated with the Underlying.
t
You
are not willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities,
including any repayment of principal.
|
The suitability considerations identified above are not exhaustive.
Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and you should reach
an investment decision only after you and your investment, legal, tax, accounting and other advisers have carefully considered
the suitability of an investment in the Securities in light of your particular circumstances. You should also review carefully
the “Key Risks” section of this pricing supplement and the “Risk Factors” sections of the accompanying
product supplement and the accompanying underlying supplement for risks related to an investment in the Securities. For more information
on the Underlying, please see the section titled “The Underlying” below.
Indicative
Terms
|
Issuer:
|
|
JPMorgan
Chase Financial Company LLC
|
Guarantor:
|
|
JPMorgan
Chase & Co.
|
Issue
Price:
|
|
$10.00
per Security (subject to a minimum purchase of 100 Securities or $1,000)
|
Principal
Amount:
|
|
$10.00
per Security. The payment at maturity will be based on the principal amount.
|
Underlying:
|
|
EURO
STOXX 50
®
Index
|
Term1:
|
|
14 months
|
Payment
at Maturity (per $10 principal amount Security):
|
|
If
the Underlying Return is positive,
JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00
+ ($10.00 × Underlying Return × Upside Gearing)
provided, however,
that in no event will JPMorgan Financial pay you at maturity an amount greater than:
$10.00
+ ($10.00 × Maximum Gain)
If the Underlying Return
is zero,
JPMorgan Financial will pay you a cash payment at maturity of $10.00 per $10 principal amount Security.
If the Underlying Return
is negative,
JPMorgan Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00
+ ($10.00 × Underlying Return)
In this scenario,
you will be exposed to the decline of the Underlying and you will lose some or all of your principal amount in an amount
proportionate to the negative Underlying Return.
|
Underlying
Return:
|
|
(Final
Value – Initial Value)
Initial
Value
|
Upside
Gearing:
|
|
3.00
|
Maximum
Gain:
|
|
Between
20.00% and 23.00%. The actual Maximum Gain will be finalized on the Trade Date and provided in the pricing supplement and
will not be less than 20.00%. In no event will the return on the Principal Amount be greater than the Maximum Gain.
|
Initial
Value:
|
|
The
closing level of the Underlying on the Trade Date
|
Final
Value:
|
|
The
closing level of the Underlying on the Final Valuation Date
|
|
|
|
1
See footnote 1
under “Key Dates” on the front cover
|
Investment
Timeline
|
|
|
|
Trade
Date
|
|
The Initial Value
is observed. The Maximum Gain is determined.
|
|
|
|
Maturity
Date
|
|
The Final Value and the
Underlying Return are determined.
If the Underlying Return
is positive,
JPMorgan Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00
+ ($10.00 × Underlying Return ×
Upside Gearing)
provided, however,
that in no event will you receive at maturity an amount greater than:
$10.00
+ ($10.00 × Maximum Gain)
If the Underlying Return
is zero,
JPMorgan Financial will pay you a cash payment at maturity of $10.00 per $10 principal amount Security.
If the Underlying Return
is negative,
JPMorgan Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00
+ ($10.00 × Underlying Return)
Under these circumstances,
you will be exposed to the decline of the Underlying and you will lose some or all of your principal amount.
|
|
INVESTING IN THE SECURITIES INVOLVES
SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT
OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. IF JPMORGAN FINANCIAL
AND JPMORGAN CHASE & CO. WERE TO DEFAULT ON THEIR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER
THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
|
What
Are the Tax Consequences of the Securities?
|
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. UBS-1-I. The following discussion, when
read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP,
regarding the material U.S. federal income tax consequences of owning and disposing of Securities.
Based on current market conditions, in the opinion of our special
tax counsel it is reasonable to treat the Securities as “open transactions” that are not debt instruments for U.S.
federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences
to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement.
Assuming this treatment is respected, the gain or loss on your Securities should be treated as long-term capital gain or loss if
you hold your Securities for more than a year, whether or not you are an initial purchaser of Securities at the issue price. However,
the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the Securities
could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in
particular on whether to require investors in these instruments to accrue income over the term of their investment. It also asks
for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance
of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income
(including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments
are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments on
appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of
these issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive
effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Securities,
including possible alternative treatments and the issues presented by this notice.
Withholding under legislation commonly referred to as “FATCA”
may (if the Securities are recharacterized as debt instruments) apply to amounts treated as interest paid with respect to the Securities.
Under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other than any amount treated
as interest) of a taxable disposition, including redemption at maturity, of the Securities. You should consult your tax adviser
regarding the potential application of FATCA to the Securities.
An investment in the Securities involves significant risks. Investing
in the Securities is not equivalent to investing directly in the Underlying. These risks are explained in more detail in the “Risk
Factors” sections of the accompanying product supplement and the accompanying underlying supplement. We also urge you to
consult your investment, legal, tax, accounting and other advisers before you invest in the Securities.
Risks Relating to the Securities Generally
|
t
|
Your Investment in the Securities May Result in a Loss
— The Securities differ from ordinary debt securities in that we will not necessarily repay the full principal amount of
the Securities. We will pay you the principal amount of your Securities in cash only if the Final Value has not declined below
the Initial Value. If the Underlying Return is negative, you will lose some or all of your principal amount in an amount proportionate
to the negative Underlying Return. Accordingly, you could lose up to your entire principal amount.
|
|
t
|
Credit
Risks of JPMorgan Financial and
JPMorgan Chase &
Co.
— The Securities are unsecured and unsubordinated debt obligations of the Issuer, JPMorgan Chase Financial Company
LLC, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. The Securities will rank
pari
passu
with all of our other unsecured and unsubordinated obligations, and the related guarantee JPMorgan Chase & Co. will
rank
pari passu
with all of JPMorgan Chase & Co.’s other unsecured and unsubordinated obligations. The Securities
and related guarantees are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the
Securities, including any repayment of principal, depends on the ability of JPMorgan Financial and JPMorgan Chase & Co. to
satisfy their obligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Financial and JPMorgan
Chase & Co. may affect the market value of the Securities and, in the event JPMorgan Financial and JPMorgan Chase & Co.
were to default on their obligations, you may not receive any amounts owed to you under the terms of the Securities and you could
lose your entire investment.
|
|
t
|
As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and Limited Assets —
As a finance subsidiary
of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of our securities. Aside
from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of our
affiliates to make payments under loans made by us or other intercompany agreements. As a result, we are dependent upon payments
from our affiliates to meet our obligations under the Securities. If these affiliates do not make payments to us and we fail to
make payments on the Securities, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank
pari passu
with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.
|
|
t
|
The Appreciation Potential of the Securities Is Limited by the Maximum
Gain
— The appreciation potential of the Securities is limited by the Maximum Gain. The Maximum Gain will be finalized
on the Trade Date and provided in the pricing supplement and will not be less than the bottom of the range indicated on the front
cover of this pricing supplement. Accordingly, the appreciation potential of the Securities will be limited by the Maximum Gain
even if the Underlying Return times the Upside Gearing is greater than the Maximum Gain.
|
|
t
|
The Upside Gearing Applies Only If You
Hold the Securities to Maturity
— You should be willing to hold your Securities
to maturity. If you are able to sell your Securities prior to maturity in the secondary market, if any, the price you receive likely
will not reflect the full economic value of the Upside Gearing or the Securities themselves, and the return you realize may be
less than the product of the performance of the Underlying and the Upside Gearing and may be less than the Underlying return, even
if that return is positive and does not exceed the Maximum Gain. You can receive the full benefit of the Upside Gearing, subject
to the Maximum Gain, only if you hold your Securities to maturity.
|
|
t
|
No Interest Payments
— JPMorgan Financial will
not make any interest payments to you with respect to the Securities.
|
|
t
|
Potential Conflicts
— We and our affiliates play
a variety of roles in connection with the issuance of the Securities, including acting as calculation agent and hedging our obligations
under the Securities and making the assumptions used to determine the pricing of the Securities and the estimated value of the
Securities when the terms of the Securities are set, which we refer to as the estimated value of the Securities. In performing
these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent and
other affiliates of ours are potentially adverse to your interests as an investor in the Securities. In addition, our and JPMorgan
Chase & Co.’s business activities, including hedging and trading activities, could cause our and JPMorgan Chase &
Co.’s economic interests to be adverse to yours and could adversely affect any payment on the Securities and the value of
the Securities. It is possible that hedging or trading activities of ours or our affiliates in connection with the Securities could
result in substantial returns for us or our affiliates while the value of the Securities declines. Please refer to “Risk
Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement for additional information
about these risks.
|
|
t
|
The Probability That the Final Value Will Fall Below the Initial Value on the Final Valuation Date Will Depend on the Volatility
of the Underlying —
“Volatility" refers to the frequency and magnitude of changes in the level of the Underlying.
Greater expected volatility with respect to the Underlying reflects a higher expectation as of the Trade Date that the Underlying
could close below the Initial Value on the Final Valuation Date of the Securities, resulting in the loss of some or all of your
investment. However, the Underlying’s volatility can change significantly over the term of the Securities. The level of the
Underlying could fall sharply, which could result in a significant loss of principal.
|
|
t
|
The Estimated Value of the Securities Will Be Lower Than the Original Issue Price (Price to Public) of the Securities
— The estimated value of the Securities is only an estimate determined by reference to several factors. The original issue
price of the Securities will exceed the estimated value of the Securities because costs associated with selling, structuring and
hedging the Securities are included in the original issue price of the Securities. These costs include the selling commissions,
the projected profits, if any, that our
|
affiliates expect to realize for
assuming risks inherent in hedging our obligations under the Securities and the estimated cost of hedging our obligations under
the Securities. See “The Estimated Value of the Securities” in this pricing supplement.
|
t
|
The Estimated Value of the Securities Does Not Represent Future Values of the Securities and May Differ from Others’
Estimates
— The estimated value of the Securities is determined by reference to internal pricing models of our affiliates
when the terms of the Securities are set. This estimated value of the Securities is based on market conditions and other relevant
factors existing at that time and assumptions about market parameters, which can include volatility, dividend rates, interest rates
and other factors. Different pricing models and assumptions could provide valuations for the Securities that are greater than or
less than the estimated value of the Securities. In addition, market conditions and other relevant factors in the future may change,
and any assumptions may prove to be incorrect. On future dates, the value of the Securities could change significantly based on,
among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements
and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy Securities from you in secondary
market transactions. See “The Estimated Value of the Securities” in this pricing supplement.
|
|
t
|
The Estimated Value of the Securities Is Derived by Reference to an Internal Funding Rate
— The internal funding
rate used in the determination of the estimated value of the Securities is based on, among other things, our and our affiliates’
view of the funding value of the Securities as well as the higher issuance, operational and ongoing liability management costs
of the Securities in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the Securities and any secondary
market prices of the Securities. See “The Estimated Value of the Securities” in this pricing supplement.
|
|
t
|
The Value of the Securities as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher
Than the Then-Current Estimated Value of the Securities for a Limited Time Period
— We generally expect that some of
the costs included in the original issue price of the Securities will be partially paid back to you in connection with any repurchases
of your Securities by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include
selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary
market funding rates for structured debt issuances. See “Secondary Market Prices of the Securities” in this pricing
supplement for additional information relating to this initial period. Accordingly, the estimated value of your Securities during
this initial period may be lower than the value of the Securities as published by JPMS (and which may be shown on your customer
account statements).
|
|
t
|
Secondary Market Prices of the Securities Will Likely Be Lower Than the Original Issue Price of the Securities
—
Any secondary market prices of the Securities will likely be lower than the original issue price of the Securities because, among
other things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances
and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude projected hedging profits, if any,
and estimated hedging costs that are included in the original issue price of the Securities. As a result, the price, if any, at
which JPMS will be willing to buy Securities from you in secondary market transactions, if at all, is likely to be lower than the
original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you. See the immediately
following risk factor for information about additional factors that will impact any secondary market prices of the Securities.
|
The Securities are not designed
to be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities to maturity. See “—
Lack of Liquidity” below.
|
t
|
Many Economic and Market Factors Will Impact the Value of the Securities
—
As described under “The Estimated Value of the Securities” in this pricing supplement, the Securities
can be thought of as securities that combine a fixed-income debt component with one or more derivatives. As a result, the factors
that influence the values of fixed-income debt and derivative instruments will also influence the terms of the Securities at issuance
and their value in the secondary market. Accordingly, the secondary market price of the Securities during their term will be impacted
by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions,
projected hedging profits, if any, estimated hedging costs and the level of the Underlying, including:
|
|
t
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any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
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t
|
customary bid-ask spreads for similarly sized trades;
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t
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our internal secondary market funding rates for structured debt issuances;
|
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t
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the actual and expected volatility in the level of the Underlying;
|
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t
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the time to maturity of the Securities;
|
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t
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the dividend rates on the equity securities included in the Underlying;
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t
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interest and yield rates in the market generally;
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t
|
the exchange rates and the volatility of the exchange rates between the U.S. dollar and each of the currencies in which the
equity securities included in the Underlying trade and the correlation among those rates and the levels of the Underlying; and
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t
|
a variety of other economic, financial, political, regulatory and judicial events.
|
Additionally, independent pricing
vendors and/or third party broker-dealers may publish a price for the Securities, which may also be reflected on customer account
statements. This price may be different (higher or lower) than the price of the Securities, if any, at which JPMS may be willing
to purchase your Securities in the secondary market.
|
t
|
Investing in the Securities Is Not Equivalent to Investing in the
Stocks Composing the Underlying
— Investing in the Securities is not equivalent to investing in the stocks included
in the Underlying. As an investor in the Securities, you will not have any ownership interest or rights in the stocks included
in the Underlying, such as voting rights, dividend payments or other distributions.
|
|
t
|
We Cannot Control Actions by the Sponsor
of the Underlying and That Sponsor Has No Obligation to Consider Your Interests
— We and our affiliates are not affiliated with the sponsor of the Underlying and have no ability to control or predict its
actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating to the calculation
of the Underlying. The sponsor of the Underlying is not involved in this Security offering in any way and has no obligation to
consider your interest as an owner of the Securities in taking any actions that might affect the market value of your Securities.
|
|
t
|
Your Return on the Securities Will Not Reflect Dividends on the
Stocks Composing the Underlying
— Your return on the Securities will not reflect the return you would realize
if you actually owned the stock included in the Underlying and received the dividends on the stock included in the Underlying.
This is because the calculation agent will calculate the amount payable to you at maturity of the Securities by reference to the
Final Value, which reflects the closing level of the Underlying on the Final Valuation Date without taking into consideration the
value of dividends on the stock included in the Underlying.
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t
|
Lack of Liquidity
— The Securities will not be
listed on any securities exchange. JPMS intends to offer to purchase the Securities in the secondary market, but is not required
to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Securities
easily. Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able
to trade your Securities is likely to depend on the price, if any, at which JPMS is willing to buy the Securities.
|
|
t
|
Potentially Inconsistent Research, Opinions or Recommendations by
JPMS, UBS or Their Affiliates
— JPMS, UBS or their affiliates may publish research, express opinions or provide
recommendations that are inconsistent with investing in or holding the Securities, and that may be revised at any time. Any such
research, opinions or recommendations may or may not recommend that investors buy or hold investments linked to the Underlying
and could affect the value of the Underlying, and therefore the market value of the Securities.
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t
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Tax Treatment
— Significant aspects of the tax
treatment of the Securities are uncertain. You should consult your tax adviser about your tax situation.
|
|
t
|
Potential JPMorgan Financial Impact on the Market Price of the Underlying
— Trading or transactions by JPMorgan Financial or its affiliates in the Underlying or in futures, options or other derivative
products on the Underlying may adversely affect the market value of the Underlying and, therefore, the market value of the Securities.
|
|
t
|
The Final Terms and Valuation of the Securities
Will Be Finalized on the Trade Date and Provided in the Pricing Supplement
—
The final terms of the Securities will be based on relevant market conditions when the terms of the Securities are set and will
be finalized on the Trade Date and provided in the pricing supplement. In particular, each of the estimated value of the Securities
and the Maximum Gain will be finalized on the Trade Date and provided in the pricing supplement, and each may be as low as the
applicable minimum set forth on the cover of this pricing supplement. Accordingly, you should consider your potential investment
in the Securities based on the minimums for the estimated value of the Securities and the Maximum Gain.
|
Risks Relating to the Underlying
|
t
|
Non-U.S. Securities Risk
— The equity securities included
in the Underlying have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity
securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities,
including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies
in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions
than there is about U.S. companies that are subject to the reporting requirements of the SEC.
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t
|
No Direct Exposure to Fluctuations in Foreign Exchange Rates
— The value of your Securities will not be adjusted
for exchange rate fluctuations between the U.S. dollar and the currencies upon which the equity securities included in the Underlying
are based, although any currency fluctuations could affect the performance of the Underlying. Therefore, if the applicable currencies
appreciate or depreciate relative to the U.S. dollar over the term of the Securities, you will not receive any additional payment
or incur any reduction in any payment on the Securities.
|
Hypothetical
Examples and Return Table
|
The following table and hypothetical examples below illustrate
the payment at maturity per $10.00 principal amount Security for a hypothetical range of Underlying Returns from -100.00% to +100.00%
on an offering of the Securities linked to a hypothetical Underlying, and assume a hypothetical Initial Value of 100, a hypothetical
Upside Gearing of 1.50 and a hypothetical Maximum Gain of 12.00%. The hypothetical Initial Value of 100 has been chosen for illustrative
purposes only and may not represent a likely actual Initial Value. The actual Initial Value will be based on the closing level
of the Underlying on the Trade Date and will be provided in the pricing supplement. For historical data regarding the actual closing
levels of the Underlying, please see the historical information set forth under “The Underlying” in this pricing supplement.
The actual Upside Gearing is specified on the cover of this pricing supplement. The actual Maximum Gain will be finalized on the
Trade Date and provided in the pricing supplement. The hypothetical payment at maturity examples set forth below are for illustrative
purposes only and may not be the actual returns applicable to a purchaser of the Securities. The actual payment at maturity may
be more or less than the amounts displayed below and will be determined based on the actual terms of the Securities, including
the Upside Gearing, the Initial Value and the Maximum Gain to be finalized on the Trade Date and provided in the pricing supplement
and the Final Value on the Final Valuation Date. You should consider carefully whether the Securities are suitable to your investment
goals. The numbers appearing in the table below have been rounded for ease of analysis.
Final Value
|
Underlying Return (%)
|
Payment at Maturity ($)
|
Return at Maturity per
$10.00 issue price (%)
|
200.00
|
100.00%
|
$11.20
|
12.00%
|
190.00
|
90.00%
|
$11.20
|
12.00%
|
180.00
|
80.00%
|
$11.20
|
12.00%
|
170.00
|
70.00%
|
$11.20
|
12.00%
|
160.00
|
60.00%
|
$11.20
|
12.00%
|
150.00
|
50.00%
|
$11.20
|
12.00%
|
140.00
|
40.00%
|
$11.20
|
12.00%
|
130.00
|
30.00%
|
$11.20
|
12.00%
|
120.00
|
20.00%
|
$11.20
|
12.00%
|
110.00
|
10.00%
|
$11.20
|
12.00%
|
108.00
|
8.00%
|
$11.20
|
12.00%
|
106.00
|
6.00%
|
$10.90
|
9.00%
|
104.00
|
4.00%
|
$10.60
|
6.00%
|
102.00
|
2.00%
|
$10.30
|
3.00%
|
100.00
|
0.00%
|
$10.00
|
0.00%
|
95.00
|
-5.00%
|
$9.50
|
-5.00%
|
90.00
|
-10.00%
|
$9.00
|
-10.00%
|
80.00
|
-20.00%
|
$8.00
|
-20.00%
|
70.00
|
-30.00%
|
$7.00
|
-30.00%
|
60.00
|
-40.00%
|
$6.00
|
-40.00%
|
50.00
|
-50.00%
|
$5.00
|
-50.00%
|
40.00
|
-60.00%
|
$4.00
|
-60.00%
|
30.00
|
-70.00%
|
$3.00
|
-70.00%
|
20.00
|
-80.00%
|
$2.00
|
-80.00%
|
10.00
|
-90.00%
|
$1.00
|
-90.00%
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
Example 1 — The level of the Underlying increases by
2% from the Initial Value of 100 to the Final Value of 102.
Because the Upside Gearing of 1.50 times the Underlying Return
of 2% is less than the Maximum Gain of 12.00%, JPMorgan Financial will pay you your principal amount
plus
a return equal
to the Underlying Return
times
the Upside Gearing, resulting in a payment at maturity of $10.30 per $10 principal amount
Security, calculated as follows:
$10.00 + ($10.00 × Underlying Return
× Upside Gearing)
$10.00 + ($10.00 × 2% × 1.50) = $10.30
Example 2 — The level of the Underlying increases by
10% from the Initial Value of 100 to the Final Value of 110.
Because the Upside Gearing of 1.50 times the Underlying Return
of 10% is greater than the Maximum Gain of 12.00%, JPMorgan Financial will pay you your principal amount
plus
a return equal
to the Maximum Gain of 12.00%, resulting in a payment at maturity of $11.20 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Maximum Gain)
$10.00 + ($10.00 × 12.00%) = $11.20
Example 3 — The level of the Underlying increases by
40% from the Initial Value of 100 to the Final Value of 140.
Because the Upside Gearing of 1.50 times the Underlying Return
of 40% is significantly greater than the Maximum Gain of 12.00%, JPMorgan Financial will pay you your principal amount
plus
a return equal to only the Maximum Gain of 12.00%, resulting in a payment at maturity of $11.20 per $10 principal amount Security,
calculated as follows:
$10.00 + ($10.00 × Maximum Gain)
$10.00 + ($10.00 × 12.00%) = $11.20
Example 4 — The level of the Underlying decreases by
40% from the Initial Value of 100 to the Final Value of 60.
Because the Underlying Return is -40%, JPMorgan Financial will
pay you a payment at maturity of $6.00 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Underlying Return)
$10.00 + ($10.00 × -40.00%) = $6.00
If the Underlying Return is negative, investors will be
exposed to the negative Underlying Return at maturity, resulting in a loss of principal that is proportionate to the Underlying’s
decline from the Initial Value to the Final Value. Investors could lose some or all of their principal amount.
The hypothetical returns and hypothetical payments on the Securities
shown above apply
only if you hold the Securities for their entire term.
These hypotheticals do not reflect fees or expenses
that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns
and hypothetical payments shown above would likely be lower.
The EURO STOXX 50
®
Index consists of
50 component stocks of market sector leaders from within the Eurozone. For additional information about the EURO STOXX 50
®
Index, see the information set forth under “Equity Index Descriptions — The EURO STOXX 50
®
Index”
in the accompanying underlying supplement.
Historical Information
The following table sets forth the quarterly high and low closing
levels of the Underlying, based on daily closing levels of the Underlying as reported by the Bloomberg Professional
®
service (“Bloomberg”), without independent verification. The information given below is for the four calendar quarters
in each of 2011, 2012, 2013, 2014, 2015 and the first and second calendar quarters of 2016. Partial data is provided for the third
calendar quarter of 2016. The closing level of the Underlying on July 22, 2016 was 2,972.23. The actual Initial Value will be the
closing level of the Underlying on the Trade Date. We obtained the closing levels of the Underlying above and below from Bloomberg,
without independent verification. You should not take the historical levels of the Underlying as an indication of future performance.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Close
|
1/1/2011
|
3/31/2011
|
3,068.00
|
2,721.24
|
2,910.91
|
4/1/2011
|
6/30/2011
|
3,011.25
|
2,715.88
|
2,848.53
|
7/1/2011
|
9/30/2011
|
2,875.67
|
1,995.01
|
2,179.66
|
10/1/2011
|
12/31/2011
|
2,476.92
|
2,090.25
|
2,316.55
|
1/1/2012
|
3/31/2012
|
2,608.42
|
2,286.45
|
2,477.28
|
4/1/2012
|
6/30/2012
|
2,501.18
|
2,068.66
|
2,264.72
|
7/1/2012
|
9/30/2012
|
2,594.56
|
2,151.54
|
2,454.26
|
10/1/2012
|
12/31/2012
|
2,659.95
|
2,427.32
|
2,635.93
|
1/1/2013
|
3/31/2013
|
2,749.27
|
2,570.52
|
2,624.02
|
4/1/2013
|
6/30/2013
|
2,835.87
|
2,511.83
|
2,602.59
|
7/1/2013
|
9/30/2013
|
2,936.20
|
2,570.76
|
2,893.15
|
10/1/2013
|
12/31/2013
|
3,111.37
|
2,902.12
|
3,109.00
|
1/1/2014
|
3/31/2014
|
3,172.43
|
2,962.49
|
3,161.60
|
4/1/2014
|
6/30/2014
|
3,314.80
|
3,091.52
|
3,228.24
|
7/1/2014
|
9/30/2014
|
3,289.75
|
3,006.83
|
3,225.93
|
10/1/2014
|
12/31/2014
|
3,277.38
|
2,874.65
|
3,146.43
|
1/1/2015
|
3/31/2015
|
3,731.35
|
3,007.91
|
3,697.38
|
4/1/2015
|
6/30/2015
|
3,828.78
|
3,424.30
|
3,424.30
|
7/1/2015
|
9/30/2015
|
3,686.58
|
3,019.34
|
3,100.67
|
10/1/2015
|
12/31/2015
|
3,506.45
|
3,069.05
|
3,267.52
|
1/1/2016
|
3/31/2016
|
3,178.01
|
2,680.35
|
3,004.93
|
4/1/2016
|
6/30/2016
|
3,151.69
|
2,697.44
|
2,864.74
|
7/1/2016
|
7/22/2016*
|
2,972.23
|
2,761.37
|
2,972.23
|
*As of the date of this pricing supplement, available information
for the third calendar quarter of 2016 includes data for the period from July 1, 2016 through July 22, 2016. Accordingly, the “Quarterly
Closing High,” “Quarterly Closing Low” and “Close” data indicated are for this shortened period only
and do not reflect complete data for the third calendar quarter of 2016.
The graph below illustrates the daily performance of the Underlying
from January 2, 2006 through July 22, 2016, based on information from Bloomberg, without independent verification.
Past performance of the Underlying is not indicative of the future performance of the Underlying.
The historical levels of the Underlying should not be taken as
an indication of future performance, and no assurance can be given as to the closing level of the Underlying on the Trade Date
or the Final Valuation Date. We cannot give you assurance that the performance of the Underlying will result in the return of any
of your principal amount.
Supplemental
Plan of Distribution
|
We and JPMorgan Chase & Co. have agreed to indemnify UBS
and JPMS against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required
to make relating to these liabilities as described in the prospectus supplement and the prospectus. We will agree that UBS may
sell all or a part of the Securities that it purchases from us to the public or its affiliates at the price to public indicated
on the cover hereof.
Subject to regulatory constraints, JPMS intends to offer to purchase
the Securities in the secondary market, but it is not required to do so.
We or our affiliates may enter into swap agreements or related
hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities,
and JPMS and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions.
See “Supplemental Use of Proceeds” in this pricing supplement and “Use of Proceeds and Hedging” in the
accompanying product supplement.
The
Estimated Value of the Securities
|
The estimated value of the Securities set forth on the cover
of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt
component with the same maturity as the Securities, valued using the internal funding rate described below, and (2) the derivative
or derivatives underlying the economic terms of the Securities. The estimated value of the Securities does not represent a minimum
price at which JPMS would be willing to buy your Securities in any secondary market (if any exists) at any time. The internal funding
rate used in the determination of the estimated value of the Securities is based on, among other things, our and our affiliates’
view of the funding values of the Securities as well as the higher issuance, operational and ongoing liability management costs
of the Securities in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. For additional
information, see “Key Risks — Risks Relating to the Securities Generally — The Estimated Value of the Securities
Is Derived by Reference to an Internal Funding Rate” in this pricing supplement. The value of the derivative or derivatives
underlying the economic terms of the Securities is derived from internal pricing models of our affiliates. These models are dependent
on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are
market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about
future market events and/or environments. Accordingly, the estimated value of the Securities is determined when the terms of the
Securities are set based on market conditions and other relevant factors and assumptions existing at that time. See “Key
Risks — Risks Relating to the Securities Generally — The Estimated Value of the Securities Does Not Represent Future
Values of the Securities and May Differ from Others’ Estimates” in this pricing supplement.
The estimated value of the Securities will be lower than the
original issue price of the Securities because costs associated with selling, structuring and hedging the Securities are included
in the original issue price of the Securities. These costs include the selling commissions
paid to UBS, the projected profits, if any, that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under the Securities and the estimated cost of hedging
our obligations under the Securities. Because hedging our obligations entails risk and may be influenced by market forces beyond
our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. We or one or more
of our affiliates will retain any profits realized in hedging our obligations under the Securities. See “Key Risks —
Risks Relating to the Securities Generally — The Estimated Value of the Securities Will Be Lower Than the Original Issue
Price (Price to Public) of the Securities” in this pricing supplement.
Secondary
Market Prices of the Securities
|
For information about factors that will impact any secondary
market prices of the Securities, see “Key Risks — Risks Relating to the Securities Generally — Secondary Market
Prices of the Securities Will Be Impacted by Many Economic and Market Factors” in this pricing supplement. In addition, we
generally expect that some of the costs included in the original issue price of the Securities will be partially paid back to you
in connection with any repurchases of your Securities by JPMS in an amount that will decline to zero over an initial predetermined
period that is intended to be up to seven months. The length of any such initial period reflects secondary market volumes for the
Securities, the structure of the Securities, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the Securities and when these costs are incurred, as determined by our affiliates. See “Key
Risks — Risks Relating to the Securities Generally — The Value of the Securities as Published by JPMS (and Which May
Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for a Limited
Time Period” in this pricing supplement.
Supplemental
Use of Proceeds
|
The Securities are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the Securities. See “Hypothetical Examples and Return
Table” in this pricing supplement for an illustration of the risk-return profile of the Securities and “The Underlying”
in this pricing supplement for a description of the market exposure provided by the Securities.
The original issue price of the Securities is equal to the estimated
value of the Securities plus the selling commissions paid to UBS, plus (minus) the projected profits (losses) that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under the Securities, plus the estimated cost of hedging
our obligations under the Securities.
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