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July 22, 2016
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Registration Statement Nos. 333-209682 and 333-209682-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
$984,000
Uncapped Contingent Buffered Equity Notes Linked to the Lesser Performing of
the S&P 500
®
Index and the Russell 2000
®
Index due July 27, 2021
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
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The notes are designed for investors who seek uncapped, unleveraged exposure to any appreciation of the lesser performing of the S&P 500
®
Index and the
Russell 2000
®
Index, subject to a contingent minimum return of 43.00%.
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Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal amount at maturity.
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The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase
& Co.
Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
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Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the performance of each of the Indices individually, as described below.
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Minimum denominations of $1,000 and integral multiples thereof
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The notes priced on July 22, 2016 and are expected to settle on or about July 27, 2016.
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Investing in the notes involves a number of risks. See Risk Factors beginning on page PS-10 of the accompanying product supplement,
Risk Factors beginning on page US-2 of the accompanying underlying supplement and Selected Risk Considerations beginning on page PS-3 of this pricing supplement.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of the notes or
passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$7.50
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$992.50
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Total
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$984,000
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$7,380
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$976,620
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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 notes.
(2) J.P.
Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $7.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See
Plan of Distribution (Conflicts of Interest) in the accompanying product supplement.
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The estimated value of the notes, when the terms of the notes were set, was $1,001.50 per $1,000 principal amount
note. See The Estimated Value of the Notes in this pricing supplement for additional information.
The notes 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.
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Pricing supplement no. 450 to product supplement no. 4-I dated April 15, 2016, underlying supplement no. 1-I dated April 15,
2016
and the prospectus and prospectus supplement, each dated April 15, 2016
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Key Terms
Issuer:
JPMorgan Chase Financial Company LLC
Guarantor:
JPMorgan Chase & Co.
Indices:
The S&P 500
®
Index (Bloomberg ticker:
SPX) and the Russell 2000
®
Index (Bloomberg ticker: RTY)
Contingent Minimum Return:
43.00%
Contingent Buffer Amount:
30.00%
Pricing Date:
July 22, 2016
Original Issue Date (Settlement Date):
On or about July 27, 2016
Observation Date*:
July 22, 2021
Maturity Date*:
July 27, 2021
* 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 Multiple Underlyings and General Terms of Notes Postponement of a Payment Date in the accompanying product supplement
Payment at Maturity:
If the Final Value of each Index is greater than or equal to its Initial Value or is less than its Initial Value by up to the Contingent Buffer Amount, your payment at
maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × greater of (a) Contingent Minimum Return
and (b) Lesser Performing Index Return)
If the Final Value of either
Index is less than its Initial Value by more than the Contingent Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return)
If the
Final Value of either Index is less than its Initial Value by more than the Contingent Buffer Amount, you will lose more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
Lesser Performing Index:
The Index with the Lesser Performing Index Return
Lesser Performing Index Return:
The lower of the Index Returns of the Indices
Index Return:
With respect to each Index,
(Final Value Initial Value)
Initial Value
Initial Value:
With respect to each Index, the closing level of that Index on the Pricing Date, which
was 2,175.03 for the S&P 500
®
Index and 1,212.889 for the Russell 2000
®
Index
Final Value:
With respect to each Index, the closing level of that Index on the Observation Date
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PS-1 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
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Hypothetical Payout Profile
The following table illustrates the hypothetical total return
and payment at maturity on the notes linked to two hypothetical Indices. The total return as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000
principal amount note to $1,000. The hypothetical total returns and payments set forth below assume the following:
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an Initial Value for the Lesser Performing Index of 100.00;
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a Contingent Minimum Return of 43.00%; and
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a Contingent Buffer Amount of 30.00%.
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The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been
chosen for illustrative purposes only and does not represent the actual Initial Value of either Index. The actual Initial Value of each Index is the closing level of that Index on the Pricing Date and is specified under Key Terms
Initial Value in this pricing supplement. For historical data regarding the actual closing levels of each Index, please see the historical information set forth under The Indices in this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at
maturity applicable to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.
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Final Value of the Lesser
Performing Index
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Lesser Performing Index
Return
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Total Return on the Notes
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Payment at Maturity
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160.00
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60.00%
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60.00%
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$1,600.00
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150.00
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50.00%
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50.00%
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$1,500.00
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143.00
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43.00%
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43.00%
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$1,430.00
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140.00
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40.00%
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43.00%
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$1,430.00
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130.00
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30.00%
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43.00%
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$1,430.00
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125.00
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25.00%
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43.00%
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$1,430.00
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120.00
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20.00%
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43.00%
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$1,430.00
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110.00
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10.00%
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43.00%
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$1,430.00
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105.00
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5.00%
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43.00%
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$1,430.00
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102.50
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2.50%
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43.00%
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$1,430.00
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100.00
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0.00%
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43.00%
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$1,430.00
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95.00
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-5.00%
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43.00%
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$1,430.00
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90.00
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-10.00%
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43.00%
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$1,430.00
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80.00
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-20.00%
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43.00%
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$1,430.00
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70.00
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-30.00%
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43.00%
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$1,430.00
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69.99
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-30.01%
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-30.01%
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$699.90
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60.00
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-40.00%
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-40.00%
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$600.00
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50.00
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-50.00%
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-50.00%
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$500.00
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40.00
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-60.00%
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-60.00%
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$400.00
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30.00
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-70.00%
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-70.00%
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$300.00
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20.00
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-80.00%
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-80.00%
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$200.00
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10.00
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-90.00%
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-90.00%
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$100.00
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0.00
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-100.00%
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-100.00%
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$0.00
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How the Notes Work
Upside Scenario:
If the Final Value of each Index is greater than or equal to its Initial Value or is less than its Initial Value by up to the Contingent Buffer Amount of 30.00%,
investors will receive at maturity the $1,000 principal amount
plus
a return equal to the greater of (a) the Contingent Minimum Return of at least 43.00% and (b) the Lesser Performing Index Return.
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If the closing level of the Lesser Performing Index increases 10.00%, investors will receive at maturity a 43.00% return, or $1,430.00 per $1,000 principal amount note.
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If the closing level of the Lesser Performing Index increases 60.00%, investors will receive at maturity a 60.00% return, or $1,600.00 per $1,000 principal amount note.
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If the closing level of the Lesser Performing Index decreases 10.00%, investors will receive at maturity a 43.00% return, or $1,430.00 per $1,000 principal amount note.
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PS-2 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
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Downside Scenario:
If the Final Value of either Index is less than its Initial Value by more than the Contingent Buffer Amount of 30.00%, investors will lose 1% of the principal amount of
their notes for every 1% that the Final Value of the Lesser Performing Index is less than its Initial Value.
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For example, if the closing level of the Lesser Performing Index declines 60.00%, investors will lose 60.00% of their principal amount and receive only $400.00 per $1,000 principal amount note at maturity.
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The hypothetical returns and hypothetical payments on the notes shown above apply
only if you hold the notes for their entire
term.
These hypotheticals do not reflect the 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.
Selected Risk Considerations
An investment in the notes involves significant
risks. These risks are explained in more detail in the Risk Factors sections of the accompanying product supplement and underlying supplement.
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
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The notes do not guarantee any return of
principal. If the Final Value of either Index is less than its Initial Value by more than 30.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing Index is less than its Initial
Value. Accordingly, under these circumstances, you will lose more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
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YOUR ABILITY TO RECEIVE THE CONTINGENT MINIMUM RETURN MAY TERMINATE ON THE OBSERVATION DATE
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If the Final Value of either Index is less than its Initial Value by more than the Contingent Buffer Amount, you will not be entitled to receive the
Contingent Minimum Return at maturity. Under these circumstances, you will lose more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
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CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.
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Investors are dependent on
our and JPMorgan Chase & Co.s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
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AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
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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 notes. If these affiliates do not make payments to us and we fail to make payments on the notes, 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.
We and our affiliates play a variety of roles in connection with the
notes. In performing these duties, our and JPMorgan Chase & Co.s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our
affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to Risk Factors Risks Relating to Conflicts of Interest in the
accompanying product supplement.
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JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500
®
INDEX,
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but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect the level of the
S&P 500
®
Index.
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YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX
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Payments on the notes are
not linked to a basket composed of the Indices and are contingent upon the performance of each individual Index. Poor performance by either of the Indices over the term of the notes may negatively affect your payment at maturity and will not be
offset or mitigated by positive performance by the other Index.
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PS-3 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
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YOUR PAYMENT AT MATURITY MAY BE DETERMINED BY THE LESSER PERFORMING INDEX
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THE NOTES DO NOT PAY INTEREST.
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YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES.
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AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE RUSSELL 2000
®
INDEX
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Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to
larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
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THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INITIAL VALUE BY MORE THAN THE CONTINGENT BUFFER AMOUNT IS GREATER IF THE VALUE OF THAT INDEX IS VOLATILE.
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The notes will not be listed on any securities
exchange. Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not designed to
be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
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THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS ESTIMATES
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See The Estimated Value of the Notes in this pricing supplement.
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THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE
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The
internal funding rate used in the determination of the estimated value of the notes is based on, among other things, our and our affiliates view of the funding value of the notes as well as the higher issuance, operational and ongoing
liability management costs of the notes 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 notes and any secondary market prices of the notes. See The Estimated Value of the Notes in this pricing supplement.
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SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES
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Any secondary market prices of the notes will likely be lower than the original issue price of the notes 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 estimated hedging costs that are included in the
original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes 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.
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SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS
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The secondary market price of the notes 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, estimated hedging costs and the levels of the Indices. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on
customer account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See Risk Factors Risks Relating to
the Estimated Value and Secondary Market Prices of the Notes Secondary market prices of the notes will be impacted by many economic and market factors in the accompanying product supplement.
The Indices
The S&P 500
®
Index consists of stocks of 500 companies selected to provide a performance benchmark for the
U.S. equity markets. For additional information about the S&P 500
®
Index, see Equity Index Descriptions The S&P U.S. Indices in the accompanying underlying
supplement.
The Russell 2000
®
Index consists of the middle 2,000 companies included in the Russell
3000E Index and, as a result of the index calculation methodology, consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 2000
®
Index is
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PS-4 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
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designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information about the Russell
2000
®
Index, see Equity Index Descriptions The Russell Indices in the accompanying underlying supplement.
Historical Information
The following graphs set
forth the historical performance of each Index based on the weekly historical closing levels from January 7, 2011 through July 22, 2016. The closing level of the S&P 500
®
Index on
July 22, 2016 was 2,175.03. The closing level of the Russell 2000
®
Index on July 22, 2016 was 1,212.889. We obtained the closing levels above and below from the Bloomberg
Professional
®
service (Bloomberg), without independent verification.
The historical closing
levels of each Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of either Index on the Observation Date. There can be no assurance that the performance of the Indices will
result in the return of any of your principal amount.
Tax Treatment
You should review carefully the section entitled
Material U.S. Federal Income Tax Consequences in the accompanying product supplement no. 4-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 notes.
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PS-5 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
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Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes 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 notes should be treated as long-term capital gain or loss if you hold your notes for more
than a year, whether or not you are an initial purchaser of notes 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 notes 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 notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and
the issues presented by this notice.
Withholding under legislation commonly referred to as FATCA may (if the notes are recharacterized as debt
instruments) apply to amounts treated as interest paid with respect to the notes, as well as to payments of gross proceeds of a taxable disposition, including redemption at maturity, of a note. However, under a recent IRS notice, this regime will
not apply to payments of gross proceeds (other than any amount treated as interest) with respect to dispositions occurring before January 1, 2019. You should consult your tax adviser regarding the potential application of FATCA to the notes.
Non-U.S. holders should also note that recently promulgated Treasury regulations imposing a withholding tax on certain dividend equivalents under certain
equity linked instruments will not apply to the notes.
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PS-6 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
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The Estimated Value of the Notes
The estimated value of the notes 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 notes, valued using the internal funding rate described below, and (2) the derivative
or derivatives underlying the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The
internal funding rate used in the determination of the estimated value of the notes is based on, among other things, our and our affiliates view of the funding value of the notes as well as the higher issuance, operational and ongoing
liability management costs of the notes in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. For additional information, see Selected Risk Considerations The Estimated Value of the Notes 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
notes 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 notes is determined when the terms of the notes are
set based on market conditions and other relevant factors and assumptions existing at that time.
The estimated value of the notes does not represent future values
of the notes and may differ from others estimates. Different pricing models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. 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 notes 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 notes from you in secondary market transactions.
Costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers and the estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging
may result in a loss that is more or less than expected, or it may result in a profit. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or
one or more of our affiliates will retain any remaining hedging profits. See Selected Risk Considerations The Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes in this pricing
supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the notes. See Hypothetical Payout Profile and How the Notes Work in this pricing supplement for an illustration of the risk-return profile of the
notes and The Indices in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is
equal to the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Validity of the Notes and the
Guarantee
In the opinion of Davis Polk &
Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been executed and issued by JPMorgan Financial and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co., enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith),
provided
that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is
subject to customary assumptions about the trustees authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee,
all as
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PS-7 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
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stated in the letter of such counsel dated February 24, 2016, which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on
February 24, 2016.
Additional Terms Specific to the Notes
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 notes 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 notes 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 notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
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):
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Product supplement no. 4-I dated April 15, 2016:
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http://www.sec.gov/Archives/edgar/data/19617/000095010316012644/crt_dp64831-424b2.pdf
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Underlying supplement no. 1-I dated April 15, 2016:
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http://www.sec.gov/Archives/edgar/data/19617/000095010316012649/crt-dp64909_424b2.pdf
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Prospectus supplement and prospectus, each dated April 15, 2016:
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http://www.sec.gov/Archives/edgar/data/19617/000095010316012636/crt_dp64952-424b2.pdf
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, we, us and our refer to JPMorgan Financial.
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PS-8 | Structured
Investments
Uncapped Contingent Buffered Equity Notes Linked to the Lesser
Performing of the S&P 500
®
Index and the Russell 2000
®
Index
|
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