JPM JP Morgan Chase and Co

You may revoke your offer to purchase the Notes 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 Notes prior to their issuance. In the event of any changes to the terms of the Notes, 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 Notes are a part, and the more detailed information contained in the accompanying product 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. This amended and restated preliminary pricing supplement amends and restates and supersedes the preliminary pricing supplement related hereto dated October 26, 2016 to product supplement no. UBS-1-I in its entirety. You should not rely on the original preliminary pricing supplement related hereto dated October 26, 2016 in making your decision to invest in the Notes. You should carefully consider, among other things, the matters set forth in the “Risk Factors” section of the accompanying product supplement, as the Notes 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.

For purposes of the accompanying product supplement, the Class A common stock of Under Armour, Inc. is an “Underlying Stock.”

The suitability considerations identified above are not exhaustive. Whether or not the Notes 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 Notes in light of your particular circumstances. You should also review carefully the “Key Risks” section of this pricing supplement and the “Risk Factors” section of the accompanying product supplement for risks related to an investment in the Notes. For more information on the Underlying, please see the section titled “The Underlying” below.

 

Investment Timeline

October 25, 2016		The closing price of one share of the Underlying (Initial Value) is observed and the Downside Threshold is determined.
Trade Date (October 27, 2016)		The Coupon Rate is finalized.
Monthly (including at maturity, if not previously called)		JPMorgan Financial will pay you a Coupon on the applicable Coupon Payment Date.
Quarterly		The Notes will be called if the closing price of one share of the Underlying on any Observation Date is equal to or greater than the Initial Value.  If the Notes are called, JPMorgan Financial will pay you a cash payment per Note equal to the principal amount plus the Coupon for the Coupon Payment Date accruing on the applicable Call Settlement Date, and no further payments will be made on the Notes.
Maturity Date		The Final Value is determined as of the Final Valuation Date.   If the Notes are not automatically called and the Final Value is equal to or greater than the Downside Threshold, at maturity JPMorgan Financial will repay the principal amount equal to $1,000 per Note plus the final Coupon.   If the Notes are not automatically called and the Final Value is less than the Downside Threshold, JPMorgan Financial will, in addition to paying the final Coupon, pay you a cash payment at maturity per $1,000 principal amount Note equal to:   $1,000 + [$1,000 × (Underlying Return + Threshold Percentage) × Downside Gearing]   n this scenario, you will lose 1.17647% of your principal amount for every 1% that the Underlying has declined by more than the Threshold Percentage. You will lose some or all of your principal amount.
INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT.  ANY PAYMENT ON THE NOTES, 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 NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

 

Each of the Observation Dates and the Coupon Payment Dates/Call Settlement Dates is 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.

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 Notes.

Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the Notes as units each comprising a Put Option and a debt component for U.S. federal income tax purposes. We will determine the portion of each Coupon Payment that we will allocate to interest on the debt component and to Put Premium, respectively, and will provide that allocation in the pricing supplement for the Notes. By purchasing the Notes, you agree to treat the Notes for U.S. federal income tax purposes consistently with the treatment and allocation as described above. We will follow this approach in determining our information reporting responsibilities, if any. If the Notes had priced on October 27, 2016, we would have allocated approximately 1.34% per annum to interest on the debt component and 6.26% per annum to Put Premium.

The actual Coupon Rate and allocation that we will determine for this Note offering will be finalized on the Trade Date and provided in the pricing supplement, may differ from the hypothetical Coupon Rate and allocation, and will depend upon a variety of factors, including actual market conditions and our borrowing costs for debt instruments of comparable maturities on the Trade Date. Assuming the treatment and allocation described above are respected, (a) interest on the debt component will be taxed as ordinary income, while the Put Premium will not be taken into account prior to maturity, sale or automatic call, and (b) assuming that you are an initial purchaser of Notes purchasing the Notes at the Issue Price for cash, at maturity or upon automatic call you will recognize short-term capital gain in an amount equal to the total Put Premium received.

There are, however, other reasonable treatments that the IRS or a court may adopt for the Notes, in which case the timing and character of your income or loss 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 on a number of issues, the most relevant of which for investors in the Notes are the character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax. While it is not clear whether the Notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that 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.

Withholding under legislation commonly referred to as “FATCA” will apply to amounts treated as interest or other “fixed or determinable annual or periodical” income (“FDAP Income”) for U.S. federal income tax purposes paid with respect to the Notes. Under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other than any amount treated as FDAP Income) of a taxable disposition, including an automatic call or redemption at maturity, of the Notes. 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.

You should consult your tax adviser regarding all aspects of the U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments, the issues presented by the notice and the potential application of the withholding requirements under FATCA to the Notes. Purchasers who are not initial purchasers of Notes at the Issue Price should also consult their tax advisers with respect to the tax consequences of an investment in the Notes, including possible alternative treatments, as well as the allocation of the purchase price of the Notes between the debt component and the Put Option.

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Underlying. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

Risks Relating to the Notes Generally

necessarily indicate that the Notes have a greater likelihood of returning your principal at maturity. You should be willing to accept the downside market risk of the Underlying and the potential loss of some or all of your principal at maturity.

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 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. See “— Lack of Liquidity” below.

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.

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

The examples below illustrate the hypothetical payments on a Coupon Payment Date, upon an automatic call or at maturity under different hypothetical scenarios for a $1,000 Note on an offering of the Notes linked to a hypothetical Underlying and assume an Initial Value of $100.00, a Downside Threshold of $90.00 (which is 90.00% of the hypothetical Initial Value), a hypothetical Downside Gearing of 1.11111, a Threshold Percentage of 10% and a Coupon Rate of 6.00% per annum. The hypothetical Initial Value of $100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value. The actual Initial Value and Downside Threshold are based on the closing price of one share of the Underlying on October 25, 2016 and are specified on the cover of this pricing supplement. For historical data regarding the actual closing prices of one share of the Underlying, please see the historical information set forth under “The Underlying” in this pricing supplement.

The actual Downside Gearing and Threshold Percentage are specified on the cover of this pricing supplement. The actual Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement. The hypothetical payments on the Notes in the examples set forth below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the Notes. The actual value of any Coupon payment you will receive over the term of the Notes and the actual value of payment upon automatic call or at maturity may be more or less than the amounts displayed below and will be determined based on the actual terms of the Notes, including the Initial Value, the Downside Threshold, the Threshold Percentage, the Downside Gearing and the Coupon Rate 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. We cannot predict the closing price of one share of the Underlying on any day during the term of the Notes, including on any Observation Date (including the Final Valuation Date). You should not take these examples as an indication or assurance of the expected performance of the Notes. Numbers in the examples below have been rounded for ease of analysis.

The examples below are purely hypothetical. These examples are intended to illustrate (a) under what circumstances the Notes will be subject to an automatic call, (b) how the value of the payment at maturity on the Notes will depend on whether the Final Value is less than its Downside Threshold and (c) how the total return on the Notes may be less than the total return on a direct investment in the Underlying in certain scenarios. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the total payments per $1,000 principal amount Note over the term of the Notes to the $1,000 initial issue price.

Because the closing price of one share of the Underlying is greater than or equal to the Initial Value on the first Observation Date, the Notes are automatically called on that Observation Date. JPMorgan Financial will pay you on the Call Settlement Date $1,005.00 per $1,000 principal amount Note, which is equal to your principal amount plus the Coupon due on the Coupon Payment Date that is also the Call Settlement Date. When added to the Coupon payments of $5.00 received on each of the previous Coupon Payment Dates, we will have paid you a total of $1,015.00 per $1,000 principal amount Note for a 1.50% total return over the three (3) month shortened term of the Notes. No further amounts will be owed to you under the Notes.

Because the closing price of one share of the Underlying is greater than or equal to the Initial Value on the third Observation Date, the Notes are automatically called on that Observation Date.  JPMorgan Financial will pay you on the Call Settlement Date $1,005.00 per $1,000 principal amount Note, which is equal to your principal amount plus the Coupon due on the Coupon Payment Date that is also the Call Settlement Date. When added to the Coupon payments of $5.00 received on each of the previous Coupon Payment Dates, we will have paid you a total of $1,045.00 per $1,000 principal amount Note for a 4.50% total return over the nine (9) month shortened term of the Notes. No further amounts will be owed to you under the Notes.

Because the closing price of one share of the Underlying was less than the Initial Value on each Observation Date, the Notes are not automatically called. Because the Final Value is greater than or equal to the Downside Threshold, JPMorgan Financial will pay you on the Maturity Date $1,005.00 per $1,000 principal amount Note, which is equal to your principal amount plus the final Coupon.

In addition, JPMorgan Financial will also pay the Coupon of $5.00 on each of the first to eleventh Coupon Payment Dates. Accordingly, JPMorgan Financial will have paid a total of $1,060.00 per $1,000 principal amount Note, for a 6.00% total return over the one (1) year term of the Notes.

Because the closing price of one share of the Underlying was less than the Initial Value on each Observation Date, the Notes are not automatically called. Because the Final Value is less than the Downside Threshold on the Final Valuation Date and the Underlying Return is
-55%, at maturity, JPMorgan Financial will pay you $505.0005 per $1,000 principal amount Note, calculated as follows:

$1,000 + [$1,000 × (Underlying Return + Threshold Percentage) × Downside Leverage] + the final Coupon

$1,000 + [$1,000 × (-55.00% + 10% ) × 1.11111] + $5.00 = $505.0005

In addition, JPMorgan Financial will also pay the Coupon of $5.00 on each of the first to eleventh Coupon Payment Dates. Accordingly, JPMorgan Financial will have paid a total of $560.0005 per $1,000 principal amount Note, for a -43.99995% total return over the one (1) year term of the Notes.

The hypothetical returns and hypothetical payments on the Notes shown above apply only if you hold the Notes for their entire term or until automatically called . 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.

According to its publicly available filings with the SEC, the principal business activities of Under Armour, Inc., which we refer to as Under Armour, are the development, marketing and distribution of branded performance apparel, footwear and accessories for men, women and youth. The Class A common stock of Under Armour, par value $0.0003 1/3 per share (Bloomberg ticker: UA), is listed on the New York Stock Exchange, which we refer to as the relevant exchange for purposes of Under Armour in the accompanying product supplement. Under Armour’s SEC file number is 001-33202.

Historical Information Regarding the Class A common stock of Under Armour

The following table sets forth the quarterly high and low closing prices of one share of the Underlying based on daily closing prices on the primary exchange for the Underlying, as reported by the Bloomberg Professional ^® service (“Bloomberg”), without independent verification. This information given below is for the four calendar quarters in each of 2011, 2012, 2013, 2014 and 2015 and the first, second and third calendar quarters of 2016. Partial data is provided for the fourth calendar quarter of 2016. The closing price of one share of the Underlying on October 26, 2016 was $31.81. We obtained the closing prices above and below from Bloomberg, without independent verification. The closing prices may have been adjusted by Bloomberg for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of one share of the Underlying has experienced significant fluctuations. The historical performance of the Underlying should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of one share of the Underlying during the term of the Notes. There can be no assurance that the performance of the Underlying will result in the return of any of your principal amount.

The graph below illustrates the daily performance of the Underlying from January 3, 2006 through October 26, 2016, based on information from Bloomberg, without independent verification. The dotted line represents the Downside Threshold of $27.96, equal to 85.00% of the closing price on October 25, 2016.

Past performance of the Underlying is not indicative of the future performance of the Underlying.