PRICING SUPPLEMENT NO. 616
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-199966
Dated April 17, 2015
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JPMorgan Chase & Co. Contingent Absolute Return Autocallable
Optimization Securities
$234,000 Linked to the common stock of Allscripts Healthcare
Solutions, Inc. due April 25, 2016
$6,654,270 Linked to the common stock of Apple Inc. due April 25, 2016
$1,252,580 Linked to the common stock of Corning Incorporated due April 25, 2016
$1,148,560 Linked to the common shares of Silver Wheaton Corp. due April 25, 2016
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Investment Description |
Contingent Absolute Return Autocallable Optimization Securities are
unsecured and unsubordinated debt securities issued by JPMorgan Chase
& Co. ("JPMorgan Chase") (each, a "Security" and collectively, the
"Securities") linked to the performance of the common stock or common
shares of a specific company (the "Underlying Stock"). The Securities
are designed for investors who believe that the price of one share of
the applicable Underlying Stock will remain flat or increase during
the term of the Securities, or not close below the applicable Trigger
Price on the Final Valuation Date. If the applicable Underlying Stock
closes at or above the applicable Initial Share Price on any
Observation Date, JPMorgan Chase will automatically call the
Securities and pay you a Call Price equal to the principal amount per
Security plus a Call Return. The Call Return increases the longer the
Securities are outstanding. If by maturity the Securities have not
been called and the closing price of one share of the applicable
Underlying Stock closes at or above the applicable Trigger Price on
the Final Valuation Date, JPMorgan Chase will repay the principal
amount plus pay you a return at maturity equal to the absolute value
of the percentage decline in the price of the applicable Underlying
Stock from the Trade Date to the Final Valuation Date (the
"Contingent Absolute Return"). If by maturity the Securities have not
been called and the applicable Underlying Stock closes below the
applicable Trigger Price on the Final Valuation Date, the Contingent
Absolute Return will not apply and JPMorgan Chase will repay less
than the principal amount, if anything, resulting in a loss that is
proportionate to the decline in the price of the applicable
Underlying Stock from the Trade Date to the Final Valuation Date. The
closing price of each Underlying Stock is subject to adjustments, in
the sole discretion of the calculation agent, in the case of certain
corporate events described in the accompanying product supplement no.
UBS-1a-I under "General Terms of Notes Anti-Dilution Adjustments." Investing in the Securities involves significant risks. The
Securities do not pay interest. You may lose some or all of your
principal amount. Generally, the higher the Call Return rate on the
Securities, the greater the risk of loss on the Securities. The
Contingent Absolute Return, and any contingent repayment of
principal, apply only if you hold the Securities to maturity. Any
payment on the Securities, including any repayment of principal, is
subject to the creditworthiness of JPMorgan Chase. If JPMorgan Chase
were to default on its payment obligations, you may not receive any
amounts owed to you under the Securities and you could lose your
entire investment. |
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Features |
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Key Dates |
Call Return: JPMorgan Chase will automatically call the Securities for a Call
Price equal to the principal amount plus a Call Return if the closing
price of one share of the applicable Underlying Stock on any
Observation Date is equal to or greater than the applicable Initial
Share Price. The Call Return increases the longer the Securities are
outstanding. If the Securities are not called, investors will have
the potential for downside equity market risk at maturity.
Contingent Absolute Return at Maturity: If by maturity the Securities have not been called and the price of
the applicable Underlying Stock closes at or above the applicable
Trigger Price on the Final Valuation Date, JPMorgan Chase will repay
the principal amount plus pay the Contingent Absolute Return. If the
price of one share of the applicable Underlying Stock closes below
the applicable Trigger Price on the Final Valuation Date, the
Contingent Absolute Return will not apply and JPMorgan Chase will
repay less than the principal amount, if anything, resulting in a
loss that is proportionate to the decline in the price of the
applicable Underlying Stock from the Trade Date to the Final
Valuation Date. The Contingent Absolute Return, and any contingent
repayment of principal, apply only if you hold the Securities until
maturity. Any payment on the Securities, including any repayment of
principal, is subject to the creditworthiness of JPMorgan Chase.
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Trade Date |
April 17, 2015 |
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Original Issue Date (Settlement Date) |
April 22, 2015 |
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Observation Dates1 |
Quarterly (see page 4) |
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Final Valuation Date1 |
April 19, 2016 |
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Maturity Date1 |
April 25, 2016 |
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1 |
Subject to postponement in the event of a market disruption event and
as described under "General Terms of Notes Postponement of a
Payment Date" and "General Terms of Notes -- Postponement of a
Determination Date -- Notes linked to a Single Underlying" in the
accompanying product supplement no. UBS-1a-I
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THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT
INSTRUMENTS. JPMORGAN CHASE IS NOT NECESSARILY OBLIGATED TO REPAY THE
FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE
SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE APPLICABLE
UNDERLYING STOCK. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK
INHERENT IN PURCHASING A DEBT OBLIGATION OF JPMORGAN CHASE. 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 AND UNDER "RISK FACTORS" BEGINNING ON PAGE PS-7
OF THE ACCOMPANYING PRODUCT SUPPLEMENT NO. UBS-1a-I 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.
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Security Offering |
This pricing supplement relates to four (4) separate Security
offerings. Each issuance of offered Securities is linked to one, and
only one, Underlying Stock. You may participate in any of the four
(4) Security offerings or, at your election, in all four of the
offerings. This pricing supplement does not, however, allow you to
purchase a Security linked to a basket of all four of the Underlying
Stocks described below. The Securities are offered at a minimum
investment of $1,000 in denominations of $10 and integral multiples
thereof. Each of the four (4) Security offerings is linked to the
common stock or common shares of a different company, and each of the
four (4) Security offerings has its own Call Return rate, Initial
Share Price and Trigger Price. The performance of each Security offering will not depend on the
performance of any other Security offering. |
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Underlying Stock |
Call Return Rate |
Initial Share Price |
Trigger Price |
CUSIP |
ISIN |
Common stock of Allscripts Healthcare Solutions, Inc. (Bloomberg ticker: MDRX) |
9.75% per annum |
$ 11.99 |
$8.99 which is 75% of the Initial Share Price
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48127T434 |
US48127T4343 |
Common stock of Apple Inc. (Bloomberg ticker: AAPL) |
10.00% per annum |
$ 124.75 |
$99.80 which is 80% of the Initial Share Price
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48127T426 |
US48127T4269 |
Common stock of Corning Incorporated (Bloomberg ticker: GLW) |
10.40% per annum |
$ 22.46 |
$17.97 which is 80% of the Initial Share Price
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48127T418 |
US48127T4186 |
Common shares of Silver Wheaton Corp. (Bloomberg ticker: SLW) |
10.00% per annum |
$ 19.46 |
$13.62 which is 70% of the Initial Share Price
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48127T392 |
US48127T3923 |
*For the Call Return for Securities called before the final valuation
date please refer to "Call Returns/Call Prices for Each Offering of
the Securities" in this pricing supplement.
See "Additional Information about JPMorgan Chase & Co. and the
Securities" in this pricing supplement. Each Security we are offering
will have the terms specified in the prospectus and the prospectus
supplement, each dated November 7, 2014, product supplement no. UBS-1a-I dated November 7, 2014 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 product
supplement no. UBS-1a-I, will supersede the terms set forth in
product supplement no. UBS-1a-I.
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, prospectus
supplement and product supplement no. UBS-1a-I. Any representation to
the contrary is a criminal offense.
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Price to Public(1) |
Fees and Commissions(2) |
Proceeds to Issuer |
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Offering of Securities |
Total |
Per Security |
Total |
Per Security |
Total |
Per Security |
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Securities linked to the common stock of Allscripts Healthcare Solutions, Inc. |
$234,000 |
$10 |
$3,510.00 |
$0.15 |
$230,490.00 |
$9.85 |
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Securities linked to the common stock of Apple Inc. |
$6,654,270 |
$10 |
$99,814.05 |
$0.15 |
$6,554,455.95 |
$9.85 |
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Securities linked to the common stock of Corning Incorporated |
$1,252,580 |
$10 |
$18,788.70 |
$0.15 |
$1,233,791.30 |
$9.85 |
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Securities linked to the common shares of Silver Wheaton Corp. |
$1,148,560 |
$10 |
$17,228.40 |
$0.15 |
$1,131,331.60 |
$9.85 |
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1 |
See "Supplemental Use of Proceeds" in this pricing supplement for
information about the components of the price to public of the
Securities
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2 |
UBS Financial Services Inc., which we refer to as UBS, will receive
selling commissions from us of $0.15 per $10 principal amount
Security. See "Underwriting (Conflicts of Interest)" beginning on
page PS-87 of the accompanying product supplement no. UBS-1a-I, as
supplemented by "Supplemental Underwriting Information" in this
pricing supplement.
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The
estimated value of the Securities as determined by J.P. Morgan Securities LLC, which we refer to as
JPMS, when the terms of the Securities were set, was $9.598, $9.738, $9.752, and $9.734
per $10 principal amount Security linked to the common stock of Allscripts Healthcare
Solutions, Inc., linked to the common stock of Apple Inc., linked to the common stock of Corning
Incorporated and linked to the common shares of Silver Wheaton Corp. respectively. See "JPMS's
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.