Key
Terms
Issuer:
|
JPMorgan Chase Financial Company LLC
|
Guarantor:
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JPMorgan Chase & Co.
|
Index:
|
The Russell 2000
®
Index (Bloomberg ticker: RTY).
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Payment at Maturity:
|
If the Ending Index Level is greater than or equal to the Initial Index Level or is less than the Initial Index Level by up to the Contingent Buffer Amount, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Contingent Digital Return. Accordingly, under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:
|
|
$1,000 + ($1,000 × Contingent Digital Return)
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If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:
|
|
$1,000 + ($1,000 × Index Return)
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If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 15%, you will lose more than 15% of your principal amount at maturity and may lose all of your principal amount at maturity.
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Contingent Digital Return:
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10.75%, which reflects the maximum return on the notes. Accordingly, the maximum payment at maturity per $1,000 principal amount note is $1,107.50.
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Contingent Buffer Amount
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15%
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Index Return:
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(Ending Index Level – Initial Index Level)
Initial Index Level
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Initial Index Level:
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The closing level of the Index on the Pricing Date, which was 1,314.253
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Ending Index Level:
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The arithmetic average of the closing levels of the Index on the Ending Averaging Dates
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Pricing Date
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December 2, 2016
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Original Issue Date:
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On or about December 7, 2016 (Settlement Date)
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Ending Averaging Dates*:
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February 26, 2018, February 27, 2018, February 28, 2018, March 1, 2018 and March 2, 2018
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Maturity Date*:
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March 7, 2018
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CUSIP:
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46646QDS1
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*
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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)” and “General
Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
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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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$11.20
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$988.80
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Total
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$8,415,000
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$94,248
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$8,320,752
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(1)
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See “Supplemental Use of Proceeds” in this
pricing supplement for information about the components of the price to public of the notes.
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(2)
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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 $11.20 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.
|
The
estimated value of the notes, when the terms of the notes were set, was $984.30 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.
December
2, 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):
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.
JPMorgan Structured Investments
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PS-
1
|
Digital Dual Directional Contingent Buffered Notes Linked to the Russell 2000
®
Index
|
What
Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Index?
The following
table and examples illustrate the hypothetical total return and the hypothetical payment at maturity on the notes. 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. Each hypothetical total return or payment at maturity set forth below
assumes an Initial Index Level of 1,300 and reflects the Contingent Digital Return of 10.75% and the Contingent Buffer Amount
of 15%. Each hypothetical total return or 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 and in the examples below have been rounded for ease of analysis.
Ending Index
Level
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Index
Return
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Total Return
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2,340.00
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80.00%
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10.75%
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2,145.00
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65.00%
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10.75%
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1,950.00
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50.00%
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10.75%
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1,820.00
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40.00%
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10.75%
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1,690.00
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30.00%
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10.75%
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1,495.00
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15.00%
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10.75%
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1,439.75
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10.75%
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10.75%
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1,430.00
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10.00%
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10.75%
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1,365.00
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5.00%
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10.75%
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1,332.50
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2.50%
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10.75%
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1,300.00
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0.00%
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10.75%
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1,267.50
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-2.50%
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10.75%
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1,235.00
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-5.00%
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10.75%
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1,170.00
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-10.00%
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10.75%
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1,105.00
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-15.00%
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10.75%
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1,104.87
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-15.01%
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-15.01%
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1,040.00
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-20.00%
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-20.00%
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975.00
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-25.00%
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-25.00%
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910.00
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-30.00%
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-30.00%
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780.00
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-40.00%
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-40.00%
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650.00
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-50.00%
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-50.00%
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520.00
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-60.00%
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-60.00%
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390.00
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-70.00%
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-70.00%
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260.00
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-80.00%
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-80.00%
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130.00
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-90.00%
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-90.00%
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0.00
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-100.00%
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-100.00%
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Hypothetical
Examples of Amount Payable at Maturity
The following
examples illustrate how the total payment at maturity in different hypothetical scenarios is calculated.
Example
1: The level of the Index increases from the Initial Index Level of 1,300 to an Ending Index Level of 1,332.50.
Because
the Ending Index Level of 1,332.50 is greater than the Initial Index Level of 1,300, regardless of the Index Return, the investor
receives a payment at maturity of $1,107.50 per $1,000 principal amount note, calculated as follows:
$1,000
+ ($1,000 × 10.75%) = $1,107.50
Example
2: The level of the Index decreases from the Initial Index Level of 1,300 to an Ending Index Level of 1,105.
Although
the Index Return is negative, because the Ending Index Level of 1,105 is less than the Initial Index Level of 1,300 by up to the
Contingent Buffer Amount of 15%, the investor receives a payment at maturity of $1,107.50 per $1,000 principal amount note, calculated
as follows:
$1,000
+ ($1,000 × 10.75%) = $1,107.50
Example
3: The level of the Index increases from the Initial Index Level of 1,300 to an Ending Index Level of 1,820.
Because
the Ending Index Level of 1,820 is greater than the Initial Index Level of 1,300 and although the Index Return of 40% exceeds
the Contingent Digital Return of 10.75%, the investor is entitled to only the Contingent Digital Return and receives a payment
at maturity of $1,107.50 per $1,000 principal amount note, calculated as follows:
$1,000
+ ($1,000 × 10.75%) = $1,107.50
Example
4: The level of the Index decreases from the Initial Index Level of 1,300 to an Ending Index Level of 650.
Because
the Ending Index Level of 650 is less than the Initial Index Level of 1,300 by more than the Contingent Buffer Amount of 15% and
the Index Return is -50%, the investor receives a payment at maturity of $500 per $1,000 principal amount note, calculated as
follows:
$1,000
+ ($1,000 × -50%) = $500
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 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.
JPMorgan Structured Investments
|
PS-
2
|
Digital Dual Directional Contingent Buffered Notes Linked to the Russell 2000
®
Index
|
Selected
Purchase Considerations
|
·
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FIXED
APPRECIATION POTENTIAL
— If the Ending Index Level is greater than or equal to the Initial Index Level or is less than
the Initial Index Level by up to the Contingent Buffer Amount, you will receive a fixed return equal to the Contingent Digital
Return of 10.75% at maturity, which also reflects the maximum return on the notes at maturity.
Because the notes are our unsecured
and unsubordinated obligations, the payment of which is fully and unconditionally guaranteed by JPMorgan Chase & Co., payment
of any amount on the notes is subject to our ability to pay our obligations as they become due and JPMorgan Chase & Co.’s
ability to pay its obligations as they become due.
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·
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LIMITED
PROTECTION AGAINST LOSS
— We will pay you your principal back at maturity if the Ending Index Level is equal to the
Initial Index Level or is less than the Initial Index Level by up to the Contingent Buffer Amount of 15%. If the Ending Index
Level is less than the Initial Index Level by more than the Contingent Buffer Amount, for every 1% that the Ending Index Level
is less than the Initial Index Level, you will lose an amount equal to 1% of the principal amount of your notes. Under these circumstances,
you will lose more than 15% of your principal amount at maturity and may lose all of your principal amount at maturity.
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·
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RETURN
LINKED TO THE RUSSELL 2000
®
INDEX
— The Russell 2000
®
Index consists of the middle 2,000
companies included in the Russell 3000E
TM
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 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 the information set forth under “Equity Index Descriptions — The Russell Indices”
in the accompanying underlying supplement.
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·
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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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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. 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 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.
Selected
Risk Considerations
An investment
in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or any of
the component securities of the Index. These risks are explained in more detail in the “Risk Factors” sections of
the accompanying product supplement and the accompanying underlying supplement.
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·
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YOUR
INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
— The notes do not guarantee any return of principal. The return on the
notes at maturity is linked to the performance of the Index and will depend on whether, and the extent to which, the Index Return
is positive or negative. If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount
of 15%, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial
Index Level. Accordingly,
|
JPMorgan Structured Investments
|
PS-
3
|
Digital Dual Directional Contingent Buffered Notes Linked to the Russell 2000
®
Index
|
under
these circumstances, you will lose more than 15% of your principal amount at maturity and may lose all of your principal amount
at maturity.
|
·
|
YOUR
MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE CONTINGENT DIGITAL RETURN
— If the Ending Index Level is greater than or
equal to the Initial Index Level or is less than the Initial Index Level by up to the Contingent Buffer Amount, for each $1,000
principal amount note, you will receive at maturity $1,000
plus
an additional return equal to the Contingent Digital Return
of 10.75%, regardless of the appreciation in the Index, which may be significant.
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·
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YOUR
ABILITY TO RECEIVE THE CONTINGENT DIGITAL RETURN MAY TERMINATE ON THE FINAL ENDING AVERAGING DATE
— If the Ending Index
Level is less than the Initial Index Level by more than the Contingent Buffer Amount, you will not be entitled to receive the
Contingent Digital Return at maturity. Under these circumstances, you will lose more than 15% of your principal amount at maturity
and may lose all of your principal amount at maturity.
|
|
·
|
CREDIT
RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.
— The notes are subject to our and JPMorgan Chase & Co.’s
credit risks, and our and JPMorgan Chase & Co.’s credit ratings and credit spreads may adversely affect the market value
of the notes. 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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|
·
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AS
A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS 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 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.
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·
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POTENTIAL
CONFLICTS
— We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting
as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions
used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we
refer to as the estimated value of the notes. 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 notes. 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 notes and the value of 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
for additional information about these risks.
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·
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THE
BENEFIT PROVIDED BY THE CONTINGENT BUFFER AMOUNT MAY TERMINATE ON THE FINAL ENDING AVERAGING DATE
— If the Ending Index
Level is less than the Initial Index Level by more than the Contingent Buffer Amount, the benefit provided by the Contingent Buffer
Amount will terminate and you will be fully exposed to any depreciation in the Index.
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·
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THE
ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES
—
The
estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the notes
exceeds the estimated value of the notes because 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, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of
hedging our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
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|
·
|
THE
ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES
—
The estimated value of the notes is determined by reference to internal pricing models of our affiliates when the terms of the
notes are set. This estimated value of the notes 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 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. See “The
Estimated Value of the Notes” in this pricing supplement.
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|
·
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THE
ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE
— 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.
|
JPMorgan Structured Investments
|
PS-
4
|
Digital Dual Directional Contingent Buffered Notes Linked to the Russell 2000
®
Index
|
|
·
|
THE
VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT
ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD
— We generally expect that some of the costs included in the
original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS
in an amount that will decline to zero over an initial predetermined period. These costs can include 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 Notes” in this pricing supplement for additional information relating
to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value
of the notes as published by JPMS (and which may be shown on your customer account statements).
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|
·
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SECONDARY
MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES
— 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 projected hedging profits, if any,
and 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 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. See the immediately following
risk consideration 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.
|
·
|
SECONDARY
MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS
— 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, projected hedging profits, if any, estimated hedging costs and the level of the Index, including:
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|
·
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any
actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
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|
·
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customary
bid-ask spreads for similarly sized trades;
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·
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our
internal secondary market funding rates for structured debt issuances;
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·
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the
actual and expected volatility of the Index;
|
|
·
|
the
time to maturity of the notes;
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|
·
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the
dividend rates on the equity securities included in the Index;
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|
·
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interest
and yield rates in the market generally; and
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|
·
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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 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.
|
·
|
NO
INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS
— As a holder of the notes, you will not receive interest payments, and
you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities
included in the Index would have.
|
|
·
|
AN
INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS
— The stocks that constitute
the Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more
volatile than stock prices of large capitalization companies. 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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|
·
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LACK
OF LIQUIDITY
— The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes
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 notes easily. Because other dealers are not likely to make a secondary market for the notes,
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.
|
JPMorgan Structured Investments
|
PS-
5
|
Digital Dual Directional Contingent Buffered Notes Linked to the Russell 2000
®
Index
|
Historical
Information
The following
graph sets forth the historical performance of the Index based on the weekly historical closing levels of the Index from January
7, 2011 through December 2, 2016. The closing level of the Index on December 2, 2016 was 1,314.253. We obtained the closing levels
of the Index above and below from the Bloomberg Professional
®
service (“Bloomberg”), without independent
verification.
The historical
closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the
closing level of the Index on any Ending Averaging Date. There can be no assurance that the performance of the Index will result
in the return of any of your principal amount.
Historical Performance of the
Russell 2000
®
Index
Source: Bloomberg
|
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. See “Selected Risk Considerations —
The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates”
in this pricing supplement.
The estimated
value of the notes is lower than the original issue price of the notes because 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, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes 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 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 notes. 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.
JPMorgan Structured Investments
|
PS-
6
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Digital Dual Directional Contingent Buffered Notes Linked to the Russell 2000
®
Index
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Secondary
Market Prices of the Notes
For information
about factors that will impact any secondary market prices of the notes, see “Selected Risk Considerations — Secondary
Market Prices of the Notes 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 notes will be partially paid back to you
in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined
period that is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial
period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected
Risk Considerations — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements)
May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period.”
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 “What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Index?” and “Hypothetical
Examples of Amount Payable at Maturity” in this pricing supplement for an illustration of the risk-return profile of the
notes and “Selected Purchase Considerations — Return Linked to the Russell 2000
®
Index” 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 trustee’s
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 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.
JPMorgan Structured Investments
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PS-
7
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Digital Dual Directional Contingent Buffered Notes Linked to the Russell 2000
®
Index
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