Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 02 2015 - 5:04PM
Edgar (US Regulatory)
|
August 2015
Pricing Sheet dated August 31,
2015 relating to
Preliminary Terms No. 443 dated August
14, 2015
Registration Statement No. 333-199966
Filed pursuant to Rule 433
|
Structured Investments
Opportunities in U.S. Equities
PLUS Based on the Performance of the SPDR®
S&P® Oil & Gas Exploration & Production ETF due September 6, 2017
Performance Leveraged
Upside SecuritiesSM
Principal at Risk
Securities
PRICING TERMS — August 31, 2015 |
Issuer:
|
JPMorgan Chase & Co. |
ETF
Shares: |
Shares of the SPDR® S&P® Oil & Gas Exploration & Production ETF |
Aggregate
principal amount: |
$13,576,720 |
Payment
at maturity: |
· If the final share price is greater than the initial share price, for each $10 stated principal amount PLUS, |
|
$10 + leveraged upside payment |
|
In no event will the payment at maturity exceed the maximum payment at maturity. |
|
· If the final share price is less than or equal to the initial share price, for each $10 stated principal amount PLUS, |
|
$10 × share performance factor |
|
This amount will be less than or equal to the stated principal amount of $10 per PLUS. |
Leveraged
upside payment: |
$10 × leverage factor × share percent increase |
Share
percent increase: |
(final share price – initial share price) / initial share price |
Initial
share price: |
The closing price of one ETF Share on the pricing date, which was $38.22 |
Final
share price: |
The closing price of one ETF Share on the valuation date |
Share
adjustment factor: |
The share adjustment factor is referenced in determining the closing price of one ETF Share and is set initially at 1.0 on the pricing date. The share adjustment factor is subject to adjustment in the event of certain events affecting the ETF Shares. See “The Underlyings — Funds — Anti-Dilution Adjustments” in the accompanying product supplement no. 4a-I. |
Leverage
factor: |
500% |
Share
performance factor: |
final share price / initial share price |
Maximum
payment at maturity: |
$14.90 (149.00% of the stated principal amount) per PLUS |
Stated
principal amount: |
$10 per PLUS |
Issue
price: |
$10 per PLUS (see “Commissions and issue price” below) |
Pricing
date: |
August 31, 2015 |
Original
issue date (settlement
date): |
September 3, 2015 |
Valuation
date: |
August 31, 2017, subject to postponement in the event of certain market disruption events 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)” in the accompanying product supplement no. 4a-I |
Maturity
date: |
September 6, 2017 , subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement no. 4a-I |
CUSIP
/ ISIN: |
48127V520 / US48127V5205 |
Listing: |
The PLUS will not be listed on any securities exchange. |
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
Commissions
and issue price: |
Price
to public(1) |
Fees
and commissions |
Proceeds
to issuer |
Per
PLUS |
$10.00 |
$0.20(2) |
$9.75 |
|
|
$0.05(3) |
|
Total |
$13,576,720.00 |
$339,418.00 |
$13,237,302.00 |
| (1) | See “Additional Information about the PLUS — Supplemental use of proceeds and hedging” in the accompanying
preliminary terms for information about the components of the price to public of the PLUS. |
| (2) | JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions of $0.20 per $10 stated principle
amount PLUS it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”). See “Plan
of Distribution (Conflicts of Interest)” beginning on page PS-87 of the accompanying product supplement no. 4a-I. |
| (3) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each
$10 stated principal amount PLUS |
The estimated value of the PLUS on the pricing date as determined
by JPMS was $9.492 per $10 stated principal amount PLUS. See “Additional Information about the PLUS — JPMS’s
estimated value of the PLUS” in the accompanying preliminary terms for additional information.
The PLUS 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.
You should read this document together
with the preliminary terms describing the offering and the related product supplement no. 4a-I, underlying supplement no. 1a-I,
prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional
Information about the PLUS” in the accompanying preliminary terms.
Preliminary
terms no. 443 dated August 14, 2015: http://www.sec.gov/Archives/edgar/data/19617/000114036115032388/formfwp.htm
Product supplement no. 4a-I dated November 7,
2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008407/e61359_424b2.pdf
Underlying supplement no. 1a-I dated November
7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008410/e61337_424b2.pdf
Prospectus supplement and prospectus, each dated
November 7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008397/e61348_424b2.pdf
The issuer has filed a registration statement (including a prospectus)
with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange
to send you the prospectus if you request it by calling toll-free (800) 869-3326.
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