Filed
Pursuant to Rule 424(b)(2)
Registration
Statement Nos. 333-222672 and 333-222672-01
Pricing
Supplement to the Prospectus and Prospectus Supplement,
each dated April 5, 2018, the
Underlying
Supplement No.
1-I dated April 5, 2018 and the Product Supplement
No. 4-I dated April 5, 2018
JPMorgan
Chase Financial Company LLC
Medium-Term
Notes, Series A
$646,000
Capped
Enhanced Participation Equity Notes due 2021
(Linked to the S&P
500® Index)
Fully
and Unconditionally Guaranteed by JPMorgan Chase & Co.
The
notes do not bear interest. The amount that you will
be paid on your notes on the stated maturity date (February 3, 2021, subject to adjustment) is based on the performance of the
S&P 500® Index (which we refer to as the underlier) as measured from and including
the trade date (October 15, 2019) to and including the determination date (February 1, 2021, subject to adjustment). If
the final underlier level on the determination date is greater than the initial underlier level, the return on your notes will
be positive, subject to the maximum settlement amount of $1,181.80 for each $1,000 principal amount note. If the final underlier
level is less than the initial underlier level, the return on your notes will be negative. You could lose your entire
investment in the notes. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC
(“JPMorgan Financial”), as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the
notes.
To
determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the
final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 principal amount note,
you will receive an amount in cash equal to:
|
●
|
if
the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum
of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 3.00 times (c) the underlier return,
subject to the maximum settlement amount; or
|
|
●
|
if
the underlier return is zero or negative (the final underlier level is equal to or less than the initial
underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier
return. You will receive less than $1,000 if the final underlier level is less than the initial underlier level.
|
Your
investment in the notes involves certain risks, including, among other things, our credit risk. See “Risk Factors”
on page PS-10 of the accompanying product supplement, “Risk Factors” on page US-1 of the accompanying underlying supplement
and “Selected Risk Factors” on page PS-12 of this pricing supplement.
The
foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided herein
so that you may better understand the terms and risks of your investment.
The
estimated value of the notes, when the terms of the notes were set, was $998.50 per $1,000 principal amount note. See
“Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement for additional
information about the estimated value of the notes and “Summary Information — Secondary Market Prices of the Notes”
on page PS-7 of this pricing supplement for information about secondary market prices of the notes.
Original
issue date (settlement date): October 22, 2019
Original
issue price: 100.00% of the principal amount
Underwriting
commission/discount: 0.00% of the principal amount
Net
proceeds to the issuer: 100.00% of the principal amount
See
“Summary Information — Supplemental Use of Proceeds” on page PS-7 of this pricing supplement for information
about the components of the original issue price of the notes.
J.P.
Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will not receive selling commissions
for these notes and will sell the notes to an unaffiliated dealer at 100.00% of the principal amount. See “Plan
of Distribution (Conflicts of Interest)” on page PS-87 of the accompanying product supplement.
Neither
the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this pricing supplement, the accompanying product supplement, the accompanying
underlying supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
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.
Pricing
Supplement dated October 15, 2019
The
original issue price, fees and commissions and net proceeds listed above relate to the notes we sell initially. We may decide
to sell additional notes after the date of this pricing supplement, at issue prices and with fees and commission and net proceeds
that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will
depend in part on the price you pay for your notes.
We
may use this pricing supplement in the initial sale of the notes. In addition, JPMS or any other affiliate of ours may use
this pricing supplement in a market-making transaction in a note after its initial sale. Unless JPMS or its agents
inform the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
SUMMARY
INFORMATION
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):
●
Product supplement no. 4-I dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000095010318004519/dp87528_424b2-ps4i.pdf
●
Underlying supplement no. 1-I dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000095010318004514/crt_dp87766-424b2.pdf
●
Prospectus supplement and prospectus, each dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000095010318004508/dp87767_424b2-ps.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.
Key
Terms
Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned
finance subsidiary of JPMorgan Chase & Co.
Guarantor:
JPMorgan Chase & Co.
Underlier:
the S&P 500®
Index (Bloomberg symbol, “SPX Index”), as published by S&P Dow Jones Indices LLC (“S&P”).
The accompanying product supplement refers to the underlier as the “Index.”
Principal
amount: each note will have a principal amount of $1,000; $646,000
in the aggregate for all the offered notes; the aggregate principal amount of the offered notes may be increased if the issuer,
at its sole option, decides to sell an additional amount of the offered notes on a date subsequent to the date of this pricing
supplement
Purchase
at amount other than principal amount: the amount we will pay
you at the stated maturity date for your notes will not be adjusted based on the price you pay for your notes, so if you acquire
notes at a premium to the principal amount and hold them to the stated maturity date, it could affect your investment in a number
of ways. The return on your investment in the notes will be lower than it would have been had you purchased the notes at
the principal amount. Also, the cap level would be triggered at a lower percentage return than indicated below, relative
to your initial investment. See “Selected Risk Factors — If You Purchase Your Notes at a Premium to the Principal
Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact
of Certain Key Terms of the Notes Will Be Negatively Affected” on page PS-15 of this pricing supplement.
Payment
on the stated maturity date: for each $1,000 principal amount
note, we will pay you on the stated maturity date an amount in cash equal to:
|
●
|
if
the final underlier level is greater than or equal to the cap level, the maximum settlement amount;
|
|
●
|
if
the final underlier level is greater than the initial underlier level but less than the cap level, the sum
of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate times (c)
the underlier return; or
|
|
●
|
if
the final underlier level is equal to or less than the initial underlier level, the sum of (i) $1,000 plus
(ii) the product of (a) $1,000 times (b) the underlier return. You will receive less than $1,000 if the
final underlier level is less than the initial underlier level.
|
Initial
underlier level (the closing level of the underlier on the trade date): 2,995.68.
The accompanying product supplement refers to the initial underlier level as the “Initial Value.”
Final
underlier level: the closing level of the underlier on the determination
date. In certain circumstances, the closing level of the underlier will be based on the alternative calculation of the underlier
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)” on page PS-44 of the accompanying product supplement
or “The Underlyings — Indices — Discontinuation of an Index; Alteration of Method of Calculation” on page
PS-68 of the accompanying product supplement. The accompanying product supplement refers to the final underlier level as
the “Final Value.”
Underlier
return: the quotient of (i) the final underlier level
minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage
Upside
participation rate:
3.00
Cap
level: 106.06% of the initial underlier level
Maximum
settlement amount: $1,181.80
Trade
date: October 15, 2019
Original
issue date (settlement date): October 22, 2019
Determination
date: February 1, 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 a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)”
on page PS-44 of the accompanying product supplement
Stated
maturity date: February 3, 2021, subject to postponement in
the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Payment
Date” on page PS-44 of the accompanying product supplement. The accompanying product supplement refers to the stated
maturity date as the “maturity date.”
No
interest: The offered notes do not bear interest.
No
listing: The offered notes will not be listed on any securities
exchange or interdealer quotation system.
No
redemption: The offered notes will not be subject to redemption
right or price dependent redemption right.
Closing
level: as described under “The Underlyings — Indices
— Level of an Index” on page PS-65 of the accompanying product supplement
Business
day: as described under “General Terms of Notes —
Postponement of a Payment Date” on page PS-44 of the accompanying product supplement
Trading
day: as described under “General Terms of Notes —
Postponement of a Determination Date — Additional Defined Terms” on page PS-47 of the accompanying product supplement
Use
of proceeds and hedging: as described under “Use of Proceeds
and Hedging” on page PS-43 of the accompanying product supplement, as supplemented by “ — Supplemental Use of
Proceeds” below
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.
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.
Section
871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions
to this withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in
the applicable Treasury regulations (such an index, a “Qualified Index”). Additionally, a recent IRS notice
excludes from the scope of Section 871(m) instruments issued prior to January 1, 2021 that do not have a delta of one with respect
to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying
Security”). Based on certain determinations made by us, our special tax counsel is of the opinion that Section 871(m)
should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS
may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances,
including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
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, although under recently proposed regulations (the preamble to which specifies that
taxpayers are permitted to rely on them pending finalization), no withholding will apply to payments of gross proceeds (other
than any
amount
treated as interest). You should consult your tax adviser regarding the potential application of FATCA to the notes.
ERISA:
as described under “Benefit Plan Investor Considerations”
on page PS-89 of the accompanying product supplement
Supplemental
plan of distribution: as described under “Plan of Distribution
(Conflicts of Interest)” on page PS-87 of the accompanying product supplement; we estimate that our share of the total offering
expenses will be approximately $10,000. We have agreed to sell to JPMS, and JPMS has agreed to purchase from us, the aggregate
principal amount of the notes specified on the front cover of this pricing supplement. JPMS proposes initially to offer
the notes to the public at the original issue price set forth on the cover page of this pricing supplement, and to an unaffiliated
dealer at that price.
We
will deliver the notes against payment therefor in New York, New York on October 22, 2019, which is the fifth scheduled business
day following the date of this pricing supplement and of the pricing of the notes. Under Rule 15c6-1 of the Securities Exchange
Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business
days before delivery will be required, by virtue of the fact that the notes will initially settle in five business days (T + 5),
to specify alternative settlement arrangements to prevent a failed settlement.
Conflicts
of interest: JPMS has a “conflict of interest” within
the meaning of FINRA Rule 5121 in any offering of the notes in which it participates because JPMorgan Chase & Co. owns, directly
or indirectly, all of the outstanding equity securities of JPMS, because JPMS and we are under common control by JPMorgan Chase
& Co. and because the net proceeds received from the sale of the notes will be used, in part, by JPMS or its affiliates in
connection with hedging our obligations under the notes. The offering of the notes will comply with the requirements of Rule 5121
of Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding a FINRA member firm’s underwriting of
securities of an affiliate. In accordance with FINRA Rule 5121, neither JPMS nor any other affiliated agent of ours may make sales
in the offering of the notes to any of its discretionary accounts without the specific written approval of the customer.
Calculation
agent: JPMS
CUSIP
no.: 48132FXX9
ISIN
no.: US48132FXX94
FDIC:
the notes are not bank deposits and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Supplemental
Terms of the Notes
For
purposes of the notes offered by this pricing supplement, all references to each of the following terms used in the accompanying
product supplement will be deemed to refer to the corresponding term used in this pricing supplement, as set forth in the table
below:
Product
Supplement Term
|
Pricing
Supplement Term
|
Index
|
underlier
|
Initial
Value
|
initial
underlier level
|
Final
Value
|
final
underlier level
|
pricing
date
|
trade
date
|
maturity
date
|
stated
maturity date
|
term
sheet
|
preliminary
pricing supplement
|
In
addition, the following terms used in this pricing supplement are not defined in the accompanying product supplement: underlier
return, upside participation rate, maximum settlement amount and cap level. Accordingly, please refer to “Key Terms”
on page PS-3 of this pricing supplement for the definitions of these terms.
The
Estimated Value of the Notes
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, 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 may differ from the market-implied funding rate for
vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be 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
income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions,
which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.
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. For additional information, see “Selected Risk Factors — The Estimated
Value of the Notes Is Derived by Reference to an Internal Funding Rate” on page PS-13 of 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 Factors — The Estimated Value of the Notes Does Not Represent Future
Values of the Notes and May Differ from Others’ Estimates” on page PS-13 of this pricing supplement.
The
estimated value of the notes is lower than the original issue price of the notes because costs associated with structuring and
hedging the notes are included in the original issue price of the notes. These costs include 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.
A portion of the profits realized in hedging our obligations under the notes, if any, 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 Factors
— The Estimated Value of the Notes Is Lower Than the Original Issue Price of the Notes” on page PS-13 of this pricing
supplement.
Secondary
Market Prices of the Notes
For
information about factors that will impact any secondary market prices of the notes, see “Selected Risk Factors —
Secondary Market Prices of the Notes Will Be Impacted by Many Economic and Market Factors” on page PS-14 of 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 the period from the trade date through January 15, 2020. 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 Factors —
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” on page PS-14 of 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 Examples” on page PS-9 of this pricing supplement
for
an illustration of the risk-return profile of the notes and “The Underlier” on page PS-17 of 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 (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
(i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or
similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee.
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 March 8, 2018, which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial
and JPMorgan Chase & Co. on March 8, 2018.
HYPOTHETICAL
EXAMPLES
The
following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction
of future investment results and are intended merely to illustrate the impact that the various hypothetical underlier levels on
the determination date could have on the payment at maturity assuming all other variables remain constant.
The
examples below are based on a range of final underlier levels that are entirely hypothetical; no one can predict what the underlier
level will be on any day throughout the term of your notes, and no one can predict what the final underlier level will be on the
determination date. The underlier has been highly volatile in the past — meaning that the underlier level has changed
considerably in relatively short periods — and its performance cannot be predicted for any future period.
The
information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are purchased
on the original issue date at the principal amount and held to the stated maturity date. If you sell your notes in a secondary
market prior to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which
may be affected by a number of factors that are not reflected in the table below, such as interest rates, the volatility of the
underlier and our and JPMorgan Chase & Co.’s creditworthiness. In addition, the estimated value of the notes
is less than the original issue price. For more information on the estimated value of the notes, see “Summary Information
— The Estimated Value of the Notes” on page PS-7 of this pricing supplement. The information in the table also
reflects the key terms and assumptions in the box below.
Key
Terms and Assumptions
|
Principal
amount
|
$1,000
|
Upside
participation rate
|
3.00
|
Cap
level
|
106.06%
of the initial underlier level
|
Maximum
settlement amount
|
$1,181.80
|
Neither
a market disruption event nor a non-trading day occurs on the originally scheduled determination date
During
the term of the notes, the underlier is not discontinued, the method of calculating the underlier does not change in any material
respect and the underlier is not modified so that its level does not, in the opinion of the calculation agent, fairly represent
the level of the underlier had those modifications not been made
Notes
purchased on original issue date at the principal amount and held to the stated maturity date
|
For
these reasons, the actual performance of the underlier over the term of your notes, as well as the amount payable at maturity,
if any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere
in this pricing supplement. For information about the historical levels of the underlier during recent periods, see “The
Underlier — Historical Closing Levels of the Underlier” below. Before investing in the offered notes, you should
consult publicly available information to determine the levels of the underlier between the date of this pricing supplement and
the date of your purchase of the offered notes.
Also,
the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively
greater extent than the after-tax return on the underlier stocks.
The
levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of
the initial underlier level. The amounts in the right column represent the hypothetical payments at maturity, based on the
corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level), and are expressed
as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical
payment at maturity of 100.000% means that the value of the cash payment that we would deliver for
each
$1,000 of the outstanding principal amount of the offered notes on the stated maturity date would equal 100.000% of the principal
amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier
level) and the assumptions noted above.
Hypothetical
Final Underlier Level
(as
Percentage of Initial Underlier Level)
|
Hypothetical
Payment at Maturity
(as
Percentage of Principal Amount)
|
150.000%
|
118.180%
|
140.000%
|
118.180%
|
130.000%
|
118.180%
|
120.000%
|
118.180%
|
110.000%
|
118.180%
|
106.060%
|
118.180%
|
105.000%
|
115.000%
|
102.500%
|
107.500%
|
100.000%
|
100.000%
|
75.000%
|
75.000%
|
50.000%
|
50.000%
|
25.000%
|
25.000%
|
0.000%
|
0.000%
|
If,
for example, the final underlier level were determined to be 25.000% of the initial underlier level, the payment that we would
deliver on your notes at maturity would be 25.000% of the principal amount of your notes, as shown in the table above. As
a result, if you purchased your notes on the original issue date at the principal amount and held them to the stated maturity
date, you would lose 75.000% of your investment (if you purchased your notes at a premium to principal amount you would lose a
correspondingly higher percentage of your investment). In addition, if the final underlier level were determined to be 150.000%
of the initial underlier level, the payment that we would deliver on your notes at maturity would be capped at the maximum settlement
amount (expressed as a percentage of the principal amount), or 118.180% of each $1,000 principal amount note, as shown in the
table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in
the final underlier level over 106.060% of the initial underlier level.
The
following chart also shows a graphical illustration of the hypothetical payments at maturity (expressed as a percentage of the
principal amount of your notes) that we would pay on your notes on the stated maturity date, if the final underlier level (expressed
as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart
shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than 100.000%
(the section left of the 100.000% marker on the horizontal axis) would result in a hypothetical payment at maturity of less than
100.000% of the principal amount of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly,
in a loss of principal to the holder of the notes. The chart also shows that any hypothetical final underlier level (expressed
as a percentage of the initial underlier level) of greater than or equal to 106.060% (the section right of the 106.060% marker
on the horizontal axis) would result in a capped return on your investment.
The
payments at maturity shown above are entirely hypothetical; they are based on closing levels for the underlier that may not be
achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of your notes
on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little relation
to the hypothetical payments at maturity shown above, and these amounts should not be viewed as an indication of the financial
return on an investment in the offered notes. The hypothetical payments at maturity on notes held to the stated maturity
date in the examples above assume you purchased your notes at their principal amount and have not been adjusted to reflect the
actual price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be
affected by the amount you pay for your notes. If you purchase your notes for a price other than the principal amount, the
return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above
examples. Please read “Selected Risk Factors — Secondary Market Prices of the Notes Will Be Impacted by Many
Economic and Market Factors” on page PS-14 of this pricing supplement.
The
hypothetical returns 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 shown above would likely be lower.
We
cannot predict the actual final underlier level or what the market value of your notes will be on any particular day, nor can
we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity
date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend
on the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on
which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect
of your notes, if any, on the stated maturity date may be very different from the information reflected in the table and chart
above.
Selected
Risk Factors
An
investment in your notes is subject to the risks described below, as well as the risks described under the “Risk Factors”
sections of the accompanying product supplement and the accompanying underlying supplement. Your notes are a riskier investment
than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e.,
the stocks underlying the underlier to which your notes are linked. You should carefully consider whether the offered notes
are suited to your particular circumstances.
You
May Lose Some or All of Your Investment in the Notes
The
notes do not guarantee any return of principal. The return on the notes at maturity is linked to the performance of the
underlier and will depend on whether, and the extent to which, the underlier return is positive or negative. Your investment
will be exposed to loss if the final underlier level is less than the initial underlier level. For every 1% that the final
underlier level is less than the initial underlier level, you will lose an amount equal to 1% of the principal amount of your
notes. Accordingly, you could lose some or all of your initial investment at maturity. Also, the market price of your
notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently,
if you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.
Your
Maximum Gain on the Notes Is Limited to the Maximum Settlement Amount
If
the final underlier level is greater than the initial underlier level, for each $1,000 principal amount note, you will receive
at maturity a payment that will not exceed the maximum settlement amount, regardless of the appreciation in the underlier, which
may be significant. Accordingly, the amount payable on your notes may be significantly less than it would have been had
you invested directly in the underlier. The maximum settlement amount is $1,181.80.
The
Notes Are Subject to the 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.
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.
Potential
Conflicts of Interest
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. Also, the distributor from which you purchase the notes may conduct
hedging activities for us in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s
economic interests, the economic interests of any distributor performing such duties 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, and the business activities of any distributor from which you purchase
the notes, 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. If the distributor from which you purchase notes is to conduct hedging activities
for us in connection with the notes, that distributor may profit in connection with such hedging activities and such profit, if
any, will be in addition to the compensation that the distributor receives for the sale of the notes to you. You should
be aware that the potential to earn fees in connection with hedging activities may create a further incentive for the distributor
to sell the notes to you in addition to the compensation they would receive for the sale of the notes. Please refer to “Risk
Factors — Risks Relating to Conflicts of Interest” on page PS-16 of the accompanying product supplement for additional
information about these risks.
In
addition, JPMorgan Chase & Co. is currently one of the companies that make up the underlier. JPMorgan Chase & Co.
will not have any obligation to consider your interests as a holder of the notes in taking any corporate action that might affect
the value of the underlier and the notes.
The
Estimated Value of the Notes Is Lower Than the Original Issue Price 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 structuring and hedging the notes are included
in the original issue price of the notes. These costs include 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 “Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing
supplement.
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 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.
See “Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement.
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 may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any
difference may be 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 income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions,
which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.
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 “Summary Information — The Estimated Value of the Notes”
on page PS-7 of this pricing supplement.
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 “Summary Information — Secondary Market Prices
of the Notes” on page PS-7 of 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).
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 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” on page PS-15 of this pricing supplement.
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 projected hedging profits, if any, estimated hedging costs and the level of the underlier,
including:
|
●
|
any
actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
|
|
●
|
customary
bid-ask spreads for similarly sized trades;
|
|
●
|
our
internal secondary market funding rates for structured debt issuances;
|
|
●
|
the
actual and expected volatility of the underlier;
|
|
●
|
the
time to maturity of the notes;
|
|
●
|
the
dividend rates on the underlier stocks;
|
|
●
|
interest
and yield rates in the market generally; and
|
|
●
|
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.
We
May Sell an Additional Aggregate Principal Amount of the Notes at a Different Issue Price
At
our sole option, we may decide to sell an additional aggregate principal amount of the notes subsequent to the date of this pricing
supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the original
issue price you paid as provided on the cover of this pricing supplement.
If
You Purchase Your Notes at a Premium to the Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes
Purchased at the Principal Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected
The
amount you will be paid for your notes on the stated maturity date will not be adjusted based on the price you pay for the notes.
If you purchase notes at a price that differs from the principal amount of the notes, then the return on your investment in the
notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at
the principal amount. If you purchase your notes at a premium to the principal amount and hold them to the stated maturity
date the return on your investment in the notes will be lower than it would have been had you purchased the notes at the principal
amount. In addition, the impact of the cap level on the return on your investment will depend upon the price you pay for
your notes relative to the principal amount. For example, if you purchase your notes at a premium to the principal amount,
the cap level will permit only a lower percentage increase in your investment in the notes than would have been the case for notes
purchased at the principal amount.
No
Interest or Dividend Payments or Voting Rights
As
a holder of the notes, you will not receive interest payments. As a result, even if the amount payable for your notes on
the stated maturity date exceeds the principal amount of your notes, the overall return you earn on your notes may be less than
you would have earned by investing in a non-index-linked debt security of comparable maturity that bears interest at a prevailing
market rate. In addition, as a holder of the notes, you will not have voting rights or rights to receive cash dividends
or other distributions or other rights that holders of the underlier stocks would have.
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.
The
Tax Consequences of an Investment in the Notes Are Uncertain
There
is no direct legal authority as to the proper U.S. federal income tax characterization of the notes, and we do not intend to request
a ruling from the IRS. The IRS might not accept, and a court might not uphold, the treatment of the notes described in “Key
Terms — Tax treatment” in this pricing supplement and in “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the notes,
the timing and character of any income or loss on the notes could differ materially and adversely from our description herein.
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 review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement and 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.
THE
Underlier
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 the information set forth under
“Equity Index Descriptions — The S&P U.S. Indices” on page US-105 of the accompanying underlying supplement,
as supplemented by the following sentence. Effective after the close on February 20, 2019, additions to the S&P 500®
Index must have an unadjusted company market capitalization of $8.2 billion or more. A company meeting the unadjusted
company market capitalization criteria is also required to have a security level float-adjusted market capitalization that is
at least $4.1 billion.
In
addition, information about the S&P 500® Index may be obtained from other sources, including, but not limited
to, the underlier sponsor’s website (including information regarding the underlier’s sector weightings). We
are not incorporating by reference into this pricing supplement the website or any material it includes. Neither we nor
any agent or dealer for this offering makes any representation that this publicly available information regarding the underlier
is accurate or complete.
Historical
Closing Levels of the Underlier
The
closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any
historical upward or downward trend in the closing level of the underlier during any period shown below is not an indication that
the underlier is more or less likely to increase or decrease at any time during the term of your notes.
You
should not take the historical levels of the underlier as an indication of the future performance of the underlier. We
cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in a return of
any of your initial investment on the stated maturity date. In light of the increased volatility currently being experienced
by the financial services sector and U.S. and global securities markets, and recent market declines, it may be substantially more
likely that you could lose all or a substantial portion of your investment in the notes.
Neither
we nor any of our affiliates make any representation to you as to the performance of the underlier. The actual performance
of the underlier over the term of the offered notes, as well as the amount payable at maturity, may bear little relation to the
historical levels shown below.
The
graph below shows the closing levels of the underlier on each day from January 2, 2014 through October 15, 2019. The closing
level of the underlier on October 15, 2019 was 2,995.68. We obtained the closing levels shown above and in the graph below
from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
We
and JPMorgan Chase & Co. have not authorized anyone to provide any information other than that contained or incorporated by
reference in this pricing supplement, the accompanying underlying supplement, the accompanying product supplement and the accompanying
prospectus supplement and prospectus with respect to the notes offered by this pricing supplement and with respect to JPMorgan
Financial or JPMorgan Chase & Co. We and JPMorgan Chase & Co. take no responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. This pricing supplement, together with the accompanying
underlying supplement, the accompanying product supplement and the accompanying prospectus supplement and prospectus, 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. The information in this pricing supplement, the accompanying
underlying supplement, the accompanying product supplement and the accompanying prospectus supplement and prospectus may be accurate
only as of the dates of each of these documents, respectively. This pricing supplement, the accompanying underlying supplement,
the accompanying product supplement and the accompanying prospectus supplement and prospectus do not constitute an offer to sell
or a solicitation of an offer to buy the notes in any circumstances in which such offer or solicitation is unlawful.
TABLE
OF CONTENTS
Pricing Supplement
|
Page
|
Summary
Information
|
PS-3
|
Hypothetical
Examples
|
PS-9
|
Selected
Risk Factors
|
PS-12
|
The
Underlier
|
PS-17
|
|
Product
Supplement No. 4-I dated April 5, 2018
|
|
Description
of Notes
|
PS-1
|
Estimated
Value and Secondary Market Prices of the Notes
|
PS-8
|
Risk
Factors
|
PS-10
|
Use
of Proceeds and Hedging
|
PS-43
|
General
Terms of Notes
|
PS-44
|
The
Underlyings
|
PS-53
|
Material
U.S. Federal Income Tax Consequences
|
PS-77
|
Plan
of Distribution (Conflicts of Interest)
|
PS-87
|
Benefit
Plan Investor Considerations
|
PS-89
|
|
Underlying
Supplement No. 1-I dated April 5, 2018
|
|
Risk
Factors
|
US-1
|
Equity
Index Descriptions
|
US-31
|
The
Dow Jones Industrial AverageTM
|
US-31
|
The
EURO STOXX 50® Index
|
US-35
|
The
EURO STOXX® Banks Index
|
US-40
|
The
FTSE® 100 Index
|
US-45
|
The
Hang Seng® Index
|
US-48
|
The
JPX-Nikkei Index 400
|
US-54
|
The
MSCI Indices
|
US-57
|
The
MSCI 25/50 Indices
|
US-71
|
The
NASDAQ-100 Index®
|
US-76
|
The
Nikkei 225 Index
|
US-81
|
The
Russell Indices
|
US-84
|
The
S&P/ASX 200 Index
|
US-89
|
The
S&P Select Industry Indices
|
US-94
|
The
S&P Select Sector Indices
|
US-101
|
The
S&P U.S. Indices
|
US-105
|
The
Swiss Market Index
|
US-112
|
The
TOPIX® Index
|
US-116
|
Commodity
Index Descriptions
|
US-118
|
The
Bloomberg Commodity Indices
|
US-118
|
The
S&P GSCI® Indices
|
US-129
|
Fund
Descriptions
|
US-138
|
The
iShares® 20+ Year Treasury Bond ETF
|
US-138
|
The
iShares® ETFs
|
US-143
|
The
PowerShares QQQ TrustSM, Series 1
|
US-150
|
The
Select Sector SPDR® Funds
|
US-151
|
The
SPDR® EURO STOXX 50® ETF
|
US-153
|
The
SPDR® Gold Trust
|
US-154
|
The
SPDR® S&P 500® ETF Trust
|
US-155
|
The
SPDR® S&P® Industry ETFs
|
US-156
|
The
United States Oil Fund, LP
|
US-158
|
The
VanEck Vectors™ Gold Miners ETF
|
US-159
|
The
VanEck Vectors® Oil Services ETF
|
US-163
|
The
Vanguard FTSE Emerging Markets ETF
|
US-171
|
The
Vanguard Total Stock Market ETF
|
US-183
|
The
WisdomTree Japan Hedged Equity Fund
|
US-187
|
|
|
|
Prospectus
Supplement dated April 5, 2018
|
|
|
About
This Prospectus Supplement
|
S-1
|
Foreign
Currency Risks
|
S-2
|
Description
of Notes of JPMorgan Chase & Co.
|
S-4
|
Description
of Warrants of JPMorgan Chase & Co.
|
S-10
|
Description
of Units of JPMorgan Chase & Co.
|
S-13
|
Description
of Notes of JPMorgan Chase Financial Company LLC
|
S-16
|
Description
of Warrants of JPMorgan Chase Financial Company LLC
|
S-22
|
United
States Federal Taxation
|
S-27
|
Plan
of Distribution (Conflicts of Interest)
|
S-28
|
Notice
to Investors; Selling Restrictions
|
S-30
|
Prospectus
dated April 5, 2018
|
|
|
Where
You Can Find More Information
|
1
|
JPMorgan
Chase & Co.
|
2
|
JPMorgan
Chase Financial Company LLC
|
2
|
Consolidated
Ratios of Earnings to Fixed Charges
|
3
|
Use
of Proceeds
|
3
|
Important
Factors That May Affect Future Results
|
4
|
Description
of Debt Securities of JPMorgan Chase & Co.
|
6
|
Description
of Warrants of JPMorgan Chase & Co.
|
14
|
Description
of Units of JPMorgan Chase & Co.
|
17
|
Description
of Purchase Contracts of JPMorgan Chase & Co.
|
19
|
Description
of Debt Securities of JPMorgan Chase Financial Company LLC
|
21
|
Description
of Warrants of JPMorgan Chase Financial Company LLC
|
29
|
Forms
of Securities
|
36
|
Plan
of Distribution (Conflicts of Interest)
|
40
|
Independent
Registered Public Accounting Firm
|
43
|
Legal
Matters
|
43
|
Benefit
Plan Investor Considerations
|
43
|
$646,000
JPMorgan
Chase Financial Company LLC
Capped Enhanced Participation Equity Notes
due 2021
(Linked to the S&P 500®
Index)
Medium-Term
Notes, Series A
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
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