Pricing Supplement
To underlying supplement
No
.
1 dated August 17
,
2015
,
product supplement B
dated July 31
,
2015
,
prospectus supplement
dated July 31
,
2015 and
prospectus dated April
27
,
2016
|
Pricing
Supplement No. 2860B
Registration
Statement No. 333-206013
Rule
424(b)(2)
|
The
information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement
and the accompanying underlying supplement, product supplement, prospectus supplement and prospectus do not constitute
an offer to sell nor do they seek an offer to buy the notes in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion. Dated July 6, 2017
|
Structured
Investments
|
Deutsche Bank AG
$ Optimal Entry Capped Return Enhanced Notes Linked to the SPDR
®
S&P
®
Bank ETF due July 25, 2018
|
General
|
·
|
The notes are designed
for investors who seek a return at maturity of 1.5 times the potential positive performance (if any) of the SPDR
®
S&P
®
Bank ETF (the “
Underlying
”), as measured from the lowest Closing Price of the Underlying
(the “
Lookback Price
”) during the one-month Lookback Observation Period immediately following the Trade Date,
subject to a Maximum Return of 14.475%. However, if the Final Price is less than the Lookback Price, for each $1,000 Face Amount
of notes, investors will lose 1.00% of the Face Amount for every 1.00% by which the Final Price is less than the Lookback Price.
The notes do not pay any coupons or dividends and investors should be willing to lose some or all of their investment if the Final
Price is less than the Lookback Price. Any payment on the notes is subject to the credit of the Issuer.
|
|
·
|
Senior unsecured obligations
of Deutsche Bank AG due July 25, 2018
|
|
·
|
Minimum purchase of
$10,000. Minimum denominations of $1,000 (the “
Face Amount
”) and integral multiples thereof.
|
|
·
|
The notes are expected
to price on or about July 7, 2017 (the “
Trade Date
”) and are expected to settle on or about July 12, 2017 (the
“
Settlement Date
”).
|
Key Terms
Issuer:
|
Deutsche Bank AG, London Branch
|
Underlying:
|
SPDR
®
S&P
®
Bank ETF (Ticker: KBE)
|
Issue Price:
|
100% of the Face Amount
|
Upside Leverage Factor:
|
1.50
|
Maximum Return:
|
14.475%. The actual Maximum Return on the notes will be determined on the Trade Date and will not be less than 14.475%. Accordingly, the maximum Payment at Maturity will not be less than $1,144.75 per $1,000 Face Amount of notes.
|
Payment at Maturity:
|
·
If the Final Price is greater than the Lookback Price,
you will receive a cash payment at maturity per $1,000 Face Amount of notes calculated as follows:
|
|
|
|
$1,000 + ($1,000 x the
lesser of
(i) Underlying Return x Upside Leverage Factor and (ii) Maximum Return)
|
|
|
|
·
If the Final Price is equal to the Lookback Price,
you will receive a cash payment at maturity equal to the Face Amount per $1,000 Face Amount of notes.
|
|
|
|
·
If the Final Price is less than the Lookback Price,
you will receive a cash payment at maturity per $1,000 Face Amount of notes calculated as follows:
|
|
|
|
$1,000 + ($1,000 x Underlying Return)
|
|
|
|
If the Final Price is less than the Lookback Price, you will be fully exposed to the negative Underlying Return and, for each $1,000 Face Amount of notes, you will lose 1.00% of the Face Amount for every 1.00% by which the Final Price is less than the Lookback Price. In this circumstance, you will lose some or all of your investment at maturity. Any payment at maturity is subject to the credit of the Issuer.
|
Lookback Observation Period:
|
The period from, and including the Trade Date to, and including, August 4, 2017
|
Lookback Price:
|
The lowest Closing Price of the Underlying during the Lookback Observation Period. In no event will the Lookback Price be greater than the Closing Price of the Underlying on the Trade Date.
|
Underlying Return:
|
The performance of the Underlying from the Lookback Price to the Final Price, calculated as follows:
|
|
|
|
Final Price – Lookback Price
|
|
Lookback Price
|
|
|
|
The Underlying Return may be positive, zero or negative.
|
(Key Terms continued on
next page)
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page 7 of the accompanying product supplement, page PS-5 of the accompanying prospectus supplement
and page 13 of the accompanying prospectus and “Selected Risk Considerations” beginning on page 7 of this pricing supplement.
The Issuer’s estimated value of
the notes on the Trade Date is approximately $962.20 to $982.20 per $1,000 Face Amount of notes, which is less than the Issue Price.
Please see “Issuer’s Estimated Value of the Notes” on page 2 of this pricing supplement for additional information.
By acquiring the notes, you will be bound by and deemed irrevocably
to consent to the imposition of any Resolution Measure (as defined below) by the competent resolution authority, which may include
the write down of all, or a portion, of any payment on the notes or the conversion of the notes into ordinary shares or other instruments
of ownership. If any Resolution Measure becomes applicable to us, you may lose some or all of your investment in the notes. Please
see “Resolution Measures and Deemed Agreement” on page 3 of this pricing supplement for more information.
Neither
the Securities and Exchange Commission 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 underlying supplement, product supplement, prospectus
supplement or prospectus. Any representation to the contrary is a criminal offense.
|
Price
to Public
(1)
|
Fees
(1)(2)
|
Proceeds
to Issuer
|
Per
Note
|
$1,000.00
|
$10.00
|
$990.00
|
Total
|
$
|
$
|
$
|
|
(1)
|
JPMorgan Chase Bank, N.A. and J.P.
Morgan Securities LLC, which we refer to as JPMS LLC, or one of its affiliates will act
as placement agents for the notes. The placement agents will forgo fees for sales to
fiduciary accounts. The total fees represent the amount that the placement agents receive
from sales to accounts other than such fiduciary accounts. The placement agents will
receive a fee from the Issuer that will not exceed $10.00 per $1,000 Face Amount of notes.
The fees referenced above do not include additional transaction costs and fees which
may be reflected in the price of the Underlying. Please refer to the sections “Selected Risk
Considerations” and “The SPDR
®
S&P
®
Bank ETF”
in this pricing supplement for more information.
|
|
(2)
|
Please see “Supplemental Plan of Distribution”
in this pricing supplement for more information about fees.
|
The notes are not deposits or savings accounts and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other U.S. or foreign governmental agency or instrumentality.
JPMorgan
Placement Agent
July , 2017
(Key Terms continued
from previous page)
Final Price:
|
The arithmetic average of the Closing Prices of the Underlying on each of the five Averaging Dates
|
Closing Price:
|
The closing price of one share of the Underlying on the relevant date of calculation
multiplied by
the then-current Share Adjustment Factor, as determined by the calculation agent.
|
Share Adjustment Factor:
|
Initially 1.0, subject to adjustment for certain actions affecting the Underlying. See “Description of the Securities — Anti-dilution Adjustments for Funds” in the accompanying product supplement.
|
Trade Date
2
:
|
July 7, 2017
|
Settlement Date
2
:
|
July 12, 2017
|
Averaging Dates
1, 2
:
|
July 16, 2018, July 17, 2018, July 18, 2018, July 19, 2018and July 20, 2018
|
Maturity Date
1, 2
:
|
July 25, 2018
|
Listing:
|
The notes will not be listed on any securities exchange.
|
CUSIP / ISIN:
|
25155MCE9 / US25155MCE93
|
|
1
|
Subject to adjustment as described under “Description
of Securities — Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement.
|
|
2
|
In the event that we make any changes to the expected
Trade Date or Settlement Date, the Averaging Dates and Maturity Date may be changed so that the stated term of the notes remains
the same.
|
Issuer’s Estimated Value of the Notes
The Issuer’s estimated value of the notes is equal to the
sum of our valuations of the following two components of the notes: (i) a bond and (ii) an embedded derivative(s). The value of
the bond component of the notes is calculated based on the present value of the stream of cash payments associated with a conventional
bond with a principal amount equal to the Face Amount of notes, discounted at an internal funding rate, which is determined primarily
based on our market-based yield curve, adjusted to account for our funding needs and objectives for the period matching the term
of the notes. The internal funding rate is typically lower than the rate we would pay when we issue conventional debt securities
on equivalent terms. This difference in funding rate, as well as the agent’s commissions, if any, and the estimated cost
of hedging our obligations under the notes, reduces the economic terms of the notes to you and is expected to adversely affect
the price at which you may be able to sell the notes in any secondary market. The value of the embedded derivative(s) is calculated
based on our internal pricing models using relevant parameter inputs such as expected interest and dividend rates and mid-market
levels of price and volatility of the assets underlying the notes or any futures, options or swaps related to such underlying assets.
Our internal pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be
incorrect.
The Issuer’s estimated value of the notes on the Trade
Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the notes. The difference between the
Issue Price and the Issuer’s estimated value of the notes on the Trade Date is due to the inclusion in the Issue Price of
the agent’s commissions, if any, and the cost of hedging our obligations under the notes through one or more of our affiliates.
Such hedging cost includes our or our affiliates’ expected cost of providing such hedge, as well as the profit we or our
affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge.
The Issuer’s estimated value of the notes on the Trade
Date does not represent the price at which we or any of our affiliates would be willing to purchase your notes in the secondary
market at any time. Assuming no changes in market conditions or our creditworthiness and other relevant factors, the price, if
any, at which we or our affiliates would be willing to purchase the notes from you in secondary market transactions, if at all,
would generally be lower than both the Issue Price and the Issuer’s estimated value of the notes on the Trade Date. Our purchase
price, if any, in secondary market transactions will be based on the estimated value of the notes determined by reference to (i)
the then-prevailing internal funding rate (adjusted by a spread) or another appropriate measure of our cost of funds and (ii) our
pricing models at that time, less a bid spread determined after taking into account the size of the repurchase, the nature of the
assets underlying the notes and then-prevailing market conditions. The price we report to financial reporting services and to distributors
of our notes for use on customer account statements would generally be determined on the same basis. However, during the period
of approximately six months beginning from the Trade Date, we or our affiliates may, in our sole discretion, increase the purchase
price determined as described above by an amount equal to the declining differential between the Issue Price and the Issuer’s
estimated value of the notes on the Trade Date, prorated over such period on a straight-line basis, for transactions that are individually
and in the aggregate of the expected size for ordinary secondary market repurchases.
Resolution Measures and Deemed Agreement
On May 15, 2014, the European Parliament and the Council of the
European Union adopted a directive establishing a framework for the recovery and resolution of credit institutions and investment
firms (commonly referred to as the “
Bank Recovery and Resolution Directive
”). The Bank Recovery and Resolution
Directive required each member state of the European Union to adopt and publish by December 31, 2014 the laws, regulations and
administrative provisions necessary to comply with the Bank Recovery and Resolution Directive. Germany adopted the Recovery and
Resolution Act (
Sanierungs- und Abwicklungsgesetz
, or the “
Resolution Act
”), which became effective on
January 1, 2015. The Bank Recovery and Resolution Directive and the Resolution Act provided national resolution authorities with
a set of resolution powers to intervene in the event that a bank is failing or likely to fail and certain other conditions are
met. From January 1, 2016, the power to initiate resolution measures applicable to significant banking groups (such as Deutsche
Bank Group) in the European Banking Union has been transferred to the European Single Resolution Board which, based on the European
Union regulation establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment
firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (the “
SRM Regulation
”),
works in close cooperation with the European Central Bank, the European Commission and the national resolution authorities. Pursuant
to the SRM Regulation, the Resolution Act and other applicable rules and regulations, the notes may be subject to any Resolution
Measure by the competent resolution authority if we become, or are deemed by the competent supervisory authority to have become,
“non-viable” (as defined under the then applicable law) and are unable to continue our regulated banking activities
without a Resolution Measure becoming applicable to us. By acquiring the notes, you will be bound by and deemed irrevocably to
consent to the provisions set forth in the accompanying prospectus, which we have summarized below.
By acquiring the notes, you will be bound by and deemed irrevocably
to consent to the imposition of any Resolution Measure by the competent resolution authority. Under the relevant resolution laws
and regulations as applicable to us from time to time, the notes may be subject to the powers exercised by the competent resolution
authority to: (i) write down, including to zero, any payment (or delivery obligations) on the notes; (ii) convert the notes into
ordinary shares of (a) the Issuer, (b) any group entity or (c) any bridge bank or other instruments of ownership of such entities
qualifying as common equity tier 1 capital; and/or (iii) apply any other resolution measure including, but not limited to, any
transfer of the notes to another entity, the amendment, modification or variation of the terms and conditions of the notes or the
cancellation of the notes. We refer to each of these measures as a “
Resolution Measure
.” A “group entity”
refers to an entity that is included in the corporate group subject to a Resolution Measure. A “bridge bank” refers
to a newly chartered German bank that would receive some or all of our assets, liabilities and material contracts, including those
attributable to our branches and subsidiaries, in a resolution proceeding.
Furthermore, by acquiring the notes, you:
|
·
|
are deemed irrevocably to have agreed, and you will
agree: (i) to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or variation of
the terms and conditions of the notes to give effect to any Resolution Measure; (ii) that you will have no claim or other right
against us arising out of any Resolution Measure; and (iii) that the imposition of any Resolution Measure will not constitute
a default or an event of default under the notes, under the senior indenture dated November 22, 2006 among us, Law Debenture Trust
Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as issuing agent, paying agent, authenticating agent
and registrar, as amended and supplemented from time to time (the “
Indenture
”), or for the purposes of, but
only to the fullest extent permitted by, the Trust Indenture Act of 1939, as amended (the “
Trust Indenture Act
”);
|
|
·
|
waive, to the fullest extent permitted by the Trust
Indenture Act and applicable law, any and all claims against the trustee and the paying agent, the issuing agent and the registrar
(each, an “
indenture agent
”) for, agree not to initiate a suit against the trustee or the indenture agents
in respect of, and agree that the trustee and the indenture agents will not be liable for, any action that the trustee or the
indenture agents take, or abstain from taking, in either case in accordance with the imposition of a Resolution Measure by the
competent resolution authority with respect to the notes; and
|
|
·
|
will be deemed irrevocably to have: (i) consented
to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority
of its decision to exercise such power with respect to the notes; (ii) authorized, directed and requested The Depository Trust
Company (“
DTC
”) and any direct participant in DTC or other intermediary through which you hold such notes to
take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the notes
as it may be imposed, without any further action or direction on your part or on the part of the trustee or the indenture agents;
and (iii) acknowledged and accepted that the Resolution Measure provisions described herein and in the “Resolution Measures”
section of the accompanying prospectus are exhaustive on the matters described herein and therein to the exclusion of any other
agreements, arrangements or understandings between you and the Issuer relating to the terms and conditions of the notes.
|
This is only a summary
,
for more information please
see the accompanying prospectus dated April 27
,
2016
,
including the risk factors beginning on page 13 of such prospectus
.
Additional Terms Specific to the Notes
You should read this pricing supplement together with underlying
supplement No. 1 dated August 17, 2015, product supplement B dated July 31, 2015, the prospectus supplement dated July 31, 2015
relating to our Series A global notes of which these notes are a part and the prospectus dated April 27, 2016. Delaware Trust Company,
which acquired the corporate trust business of Law Debenture Trust Company of New York, is the successor trustee of the notes.
When you read the accompanying underlying supplement, product supplement and prospectus supplement, please note that all references
in such supplements to the prospectus dated July 31, 2015, or to any sections therein, should refer instead to the accompanying
prospectus dated April 27, 2016 or to the corresponding sections of such prospectus, as applicable, unless otherwise specified
or the context otherwise requires. You may access these documents on the website of the Securities and Exchange Commission (the
“
SEC
”) at
.
www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):
|
·
|
Underlying supplement No. 1 dated August 17, 2015:
|
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006546/crt_dp58829-424b2.pdf
|
·
|
Product supplement B dated July 31, 2015:
|
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006059/crt_dp58181-424b2.pdf
|
·
|
Prospectus supplement dated July 31, 2015:
|
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006048/crt-dp58161_424b2.pdf
|
·
|
Prospectus dated April 27, 2016:
|
https://www.sec.gov/Archives/edgar/data/1159508/000119312516559607/d181910d424b21.pdf
Our Central Index Key, or CIK, on the SEC website is 0001159508.
As used in this pricing supplement, “
we
,” “
us
” or “
our
” refers to Deutsche
Bank AG, including, as the context requires, acting through one of its branches. This pricing supplement, together with the documents
listed above, 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, brochures or other educational materials of ours. You should carefully consider, among other things, the matters
set forth in this pricing supplement and in “Risk Factors” in the accompanying product supplement, prospectus supplement
and prospectus, 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 deciding to invest in the notes.
You may revoke your offer to purchase the notes at any time
prior to the time at which we accept such offer by notifying the applicable agent
.
We reserve the right to change the terms
of
,
or reject any offer to purchase
,
the notes prior to their issuance
.
We will notify you in the event of
any changes to the terms of the notes and you will be asked to accept such changes in connection with your purchase of any notes
.
You may also choose to reject such changes
,
in which case we may reject your offer to purchase the notes
.
Hypothetical Examples
The following table illustrates a range of hypothetical payments
at maturity on the notes. The table and the hypothetical examples below assume a Maximum Return on the notes of 14.475% and reflect
the Upside Leverage Factor of 1.50. The actual Maximum Return will be determined on the Trade Date. The actual Lookback Price will
be the lowest Closing Price of the Underlying during the Lookback Observation Period, and will not be determined until the end
of the Lookback Observation Period. In no event will the Lookback Price be greater than the Closing Price of the Underlying on
the Trade Date. The table and hypothetical examples set forth below are for illustrative purposes only. The actual return applicable
to a purchaser of the notes will be based on the Underlying Return, determined using actual Lookback Price and the Final Price.
The numbers appearing in the table and examples below may have been rounded for ease of analysis. You should consider carefully
whether the notes are suitable to your investment goals.
Hypothetical Underlying Return (%)
|
Hypothetical Return on the Notes (%)
|
Hypothetical Payment at Maturity ($)
|
100.00%
|
14.475%
|
$1,144.75
|
90.00%
|
14.475%
|
$1,144.75
|
80.00%
|
14.475%
|
$1,144.75
|
70.00%
|
14.475%
|
$1,144.75
|
60.00%
|
14.475%
|
$1,144.75
|
50.00%
|
14.475%
|
$1,144.75
|
40.00%
|
14.475%
|
$1,144.75
|
30.00%
|
14.475%
|
$1,144.75
|
20.00%
|
14.475%
|
$1,144.75
|
10.00%
|
14.475%
|
$1,144.75
|
9.65%
|
14.475%
|
$1,144.75
|
5.00%
|
7.50%
|
$1,075.00
|
0.00%
|
0.00%
|
$1,000.00
|
-5.00%
|
-5.00%
|
$950.00
|
-10.00%
|
-10.00%
|
$900.00
|
-20.00%
|
-20.00%
|
$800.00
|
-30.00%
|
-30.00%
|
$700.00
|
-40.00%
|
-40.00%
|
$600.00
|
-50.00%
|
-50.00%
|
$500.00
|
-60.00%
|
-60.00%
|
$400.00
|
-70.00%
|
-70.00%
|
$300.00
|
-80.00%
|
-80.00%
|
$200.00
|
-90.00%
|
-90.00%
|
$100.00
|
-100.00%
|
-100.00%
|
$0.00
|
Hypothetical
Examples of Amounts Payable at Maturity
The following hypothetical examples illustrate how the payments
on the notes at maturity set forth in the table above are calculated.
Example 1: The Final Price is greater than the Lookback Price,
resulting in an Underlying Return of 30.00%.
Because the Final Price is greater than the Lookback Price and the product of
the Underlying Return of 30.00% and the Upside Leverage Factor is greater than the Maximum Return, the investor receives the Maximum
Return on the notes. Accordingly, the investor receives a Payment at Maturity of $1,144.75 per $1,000 Face Amount of notes, calculated
as follows:
$1,000 + ($1,000 x the
lesser of
(i)
Underlying Return x Upside Leverage Factor and (ii) Maximum Return)
$1,000 + ($1,000 x 14.475%) = $1,144.75
Example 2: The Final Price is greater than the Lookback Price,
resulting in an Underlying Return of 5.00%.
Because the Final Price is greater than the Lookback Price and the product of the
Underlying Return of 5.00% and the Upside Leverage Factor is less than the Maximum Return, the investor receives a Payment at Maturity
of $1,075.00 per $1,000 Face Amount of notes, calculated as follows:
$1,000 + ($1,000 x the
lesser of
(i)
Underlying Return x Upside Leverage Factor and (ii) Maximum Return)
$1,000 + ($1,000 x 5.00% x 1.50) = $1,075.00
Example 3: The Final Price is equal to the Lookback Price,
resulting in an Underlying Return of 0.00%.
Because the Final Price is equal to the Lookback Price, the investor receives a
Payment at Maturity of $1,000.00 per $1,000 Face Amount of notes.
Example 4: The Final Price is less than the Lookback Price,
resulting in an Underlying Return of -40.00%.
Because the Final Price is less than the Lookback Price, the Underlying Return
is negative and the investor receives a Payment at Maturity of $600.00 per $1,000 Face Amount of notes, calculated as follows:
$1,000 + ($1,000 x Underlying Return)
$1,000 + ($1,000 x -40.00%) = $600.00
Selected Purchase Considerations
|
·
|
CAPPED APPRECIATION POTENTIAL
— The notes provide the opportunity to enhance returns by multiplying a positive
Underlying Return by the Upside Leverage Factor of 1.50, subject to the Maximum Return on the notes of 14.475%, resulting in a
maximum Payment at Maturity of $1,144.75 per $1,000 Face Amount of notes. The actual Maximum Return on the notes will be determined
on the Trade Date and will not be less than 14.475%.
Any payment on the notes is subject to our ability to satisfy our obligations
as they become due.
|
|
·
|
PAYMENT AT MATURITY IS DETERMINED BY COMPARING THE FINAL PRICE TO THE LOWEST CLOSING
PRICE OF THE UNDERLYING DURING THE LOOKBACK OBSERVATION PERIOD
— The Payment at Maturity is determined by comparing the
Final Price to the Lookback Price. The Lookback Price is equal to the lowest Closing Price of the Underlying during the Lookback
Observation Period, which is the period from, and including, the Trade Date to, and including, August 4, 2017. If the Closing Price
of the Underlying declines during the Lookback Observation Period, the Payment at Maturity will be determined by reference to the
lowest Closing Price of the Underlying during this period and the Final Price. Under these circumstances, the return on the notes
may be more than the return on similar notes linked to the Underlying without a lookback feature and based solely on the Closing
Price of the Underlying on the Trade Date and the Final Price. Accordingly, the return on the notes may be improved by declines
in the Closing Price of the Underlying during the Lookback Observation Period.
|
|
·
|
FULL DOWNSIDE EXPOSURE
— If the Final Price is less than the Lookback Price, for each $1,000 Face Amount of notes,
you will lose 1.00% of the Face Amount for every 1.00% by which the Final Price is less than the Lookback Price. In this circumstance,
you will lose some or all of your investment in the notes.
|
RETURN LINKED
TO THE PERFORMANCE OF THE SPDR
®
S&P
®
BANK ETF
—
The
return on the notes, which may be positive, zero or negative, is linked to the performance of the SPDR
®
S&P
®
Bank ETF as described herein.
The
SPDR
®
S&P
®
Bank ETF
is an exchange-traded fund managed by SPDR
®
Series Trust, a registered investment company. The
SPDR
®
Series Trust consists of numerous separate investment portfolios, including the
SPDR
®
S&P
®
Bank ETF
. SSgA Funds Management, Inc. is the investment adviser of the
SPDR
®
S&P
®
Bank ETF
. The
SPDR
®
S&P
®
Bank ETF
seeks to provide investment results that, before fees and expenses, correspond generally to the total return
performance of the S&P
®
Banks Select Industry
®
Index, which represents the performance of the
bank sub-industry portion of the S&P
®
Total Market Index. The
SPDR
®
S&P
®
Bank ETF
trades on the NYSE Arca under
the ticker symbol “KBE.”
This is only a summary of the SPDR
®
S&P
®
Bank ETF. For
more information on the SPDR
®
S&P
®
Bank ETF
,
please see the section entitled “The
SPDR
®
S&P
®
Bank ETF” in this pricing supplement
.
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TAX CONSEQUENCES
— In the opinion of our special tax counsel, Davis Polk & Wardwell LLP, which is based on
prevailing market conditions, it is more likely than not that the notes will be treated for U.S. federal income tax purposes as
prepaid financial contracts that are not debt. Generally, if this treatment is respected, (i) you should not recognize taxable
income or loss prior to the maturity or other taxable disposition of your notes and (ii) subject to the potential application of
the “constructive ownership” regime discussed below, the gain or loss on your notes should be capital gain or loss
and should be long-term capital gain or loss if you have held the notes for more than one year. The Internal Revenue Service (the
“
IRS
”) or a court might not agree with this treatment, however, in which case the timing and character of income
or loss on your notes could be materially and adversely affected.
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Even if the treatment of the notes
as prepaid financial contracts is respected, purchasing a note could be treated as entering into a “constructive ownership
transaction” within the meaning of Section 1260 of the Internal Revenue Code (“
Section 1260
”). In that
case, all or a portion of any long-term capital gain you would otherwise recognize upon the taxable disposition of the note would
be recharacterized as ordinary income to the extent such gain exceeded the “net underlying long-term capital gain”
as defined in Section 1260. Any long-term capital gain recharacterized as ordinary income would be treated as accruing at a constant
rate
over the period you held the note,
and you would be subject to a notional interest charge in respect of the deemed tax liability on the income treated as accruing
in prior tax years. Due to the lack of direct legal authority, our special tax counsel is unable to opine as to whether or how
Section 1260 applies to the notes.
In 2007, the U.S. Treasury Department
and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar instruments. The notice focuses in particular on whether beneficial owners of these instruments
should be required 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. persons should be subject to withholding tax; and whether these instruments are or should be subject to the
“constructive ownership” regime discussed above. 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.
Withholding under legislation commonly
referred to as “FATCA” might (if the notes were recharacterized as debt instruments) apply to amounts treated as interest
paid with respect to the notes. Notwithstanding anything to the contrary in the section of the accompanying product supplement
entitled “U.S. Federal Income Tax Consequences,” 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.
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, the applicable regulations exclude
from the scope of Section 871(m) instruments issued in 2017 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, we expect that Section 871(m) will 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. If necessary, further information regarding the potential application of Section 871(m) will be provided
in the pricing supplement for the notes. You should consult your tax adviser regarding the potential application of Section 871(m)
to the notes.
You should review carefully the
section of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences.” The preceding discussion,
when read in combination with that section, constitutes the full opinion of our special tax counsel regarding the material U.S.
federal income tax consequences of owning and disposing of the notes.
Under current law, the United Kingdom
will not impose withholding tax on payments made with respect to the notes.
For a discussion of certain German
tax considerations relating to the notes, you should refer to the section in the accompanying prospectus supplement entitled “Taxation
by Germany of Non-Resident Holders.”
You should consult your tax adviser
regarding the U.S. federal tax consequences of an investment in the notes (including possible alternative treatments, the potential
application of the “constructive ownership” regime and the issues presented by the 2007 notice), as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction
.
Selected Risk Considerations
An investment in the notes involves significant risks. Investing
in the notes is not equivalent to investing directly in the shares of the Underlying or in any of the component securities held
by the Underlying. In addition to these selected risk considerations, you should review the “Risk Factors” sections
of the accompanying product supplement, prospectus supplement and prospectus.
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
— The notes do not guarantee any return of your investment.
The return on the notes at maturity is linked to the performance of the Underlying and will depend on whether, and the extent to
which, the Underlying Return is positive, zero or negative. If the Final Price is less than the Lookback Price, for each $1,000
Face Amount of notes, you will lose 1.00% of the Face Amount for every 1.00% by which the Final Price is less than the Lookback
Price. In this circumstance, you will lose some or all of your investment in the notes.
Any payment on the notes is subject
to our ability to satisfy our obligations as they become due.
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THE RETURN ON THE NOTES IS LIMITED
— If the Final Price is greater than the Lookback Price, for each $1,000 Face
Amount of notes, you will receive at maturity the Face Amount plus an additional amount that will not exceed the product of the
Maximum Return of 14.475% and $1,000 Face Amount of notes. Consequently, assuming the Maximum Return is determined on the Trade
Date to be 14.475%, the maximum Payment at Maturity will be $1,144.75 per $1,000 Face Amount of notes, regardless of any increase
in the price of the Underlying, which may be significant.
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THE LOOKBACK PRICE WILL NOT BE DETERMINED UNTIL THE END OF THE LOOKBACK OBSERVATION
PERIOD
— Because the Lookback Price will be the lowest Closing Price of the Underlying during the Lookback Observation
Period, the Lookback Price will not be determined until the end of the Lookback Observation Period. The Lookback Observation Period
is the period from, and including, the Trade Date to, and including, August 4, 2017. Accordingly, you will not know the Lookback
Price for a significant period of time after the Trade Date. In no event, however, will the Lookback Price be greater than the
Closing Price of the Underlying on the Trade Date.
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THE NOTES DO NOT PAY ANY COUPONS
— Unlike ordinary debt securities, the notes do not pay any coupons and do not
guarantee any return of your investment at maturity.
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THE NOTES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
— The notes are senior unsecured obligations of Deutsche
Bank AG and are not, either directly or indirectly, an obligation of any third party. Any payment(s) to be made on the notes depends
on the ability of Deutsche Bank AG to satisfy its obligations as they become due. An actual or anticipated downgrade in Deutsche
Bank AG’s credit rating or increase in the credit spreads charged by the market for taking Deutsche Bank AG’s credit
risk will likely have an adverse effect on the value of the notes. As a result, the actual and perceived creditworthiness of Deutsche
Bank AG will affect the value of the notes and, in the event Deutsche Bank AG were to default on its obligations or become subject
to a Resolution Measure, you might not receive any amount(s) owed to you under the terms of the notes and you could lose your entire
investment.
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The Notes May Be Written Down
,
Be Converted Into Ordinary Shares or Other
Instruments of Ownership or Become Subject to Other Resolution Measures
.
You May Lose Some or All of Your Investment If
Any Such Measure Becomes Applicable to US
— Pursuant to the SRM Regulation, the Resolution Act and other applicable
rules and regulations described above under “Resolution Measures and Deemed Agreement,” the notes are subject to the
powers exercised by the competent resolution authority to impose Resolution Measures on us, which may include: writing down, including
to zero, any claim for payment on the notes; converting the notes into ordinary shares of (i) the Issuer, (ii) any group entity
or (iii) any bridge bank or other instruments of ownership of such entities qualifying as common equity tier 1 capital; or applying
any other resolution measure including, but not limited to, transferring the notes to another entity, amending, modifying or varying
the terms and conditions of the notes or cancelling the notes. The competent resolution authority may apply Resolution Measures
individually or in any combination.
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(l)The German law on the mechanism
for the resolution of banks of November 2, 2015 (
Abwicklungsmechanismusgesetz
,
or the “
Resolution Mechanism Act
”) provides that, in a German insolvency
proceeding of the Issuer, certain specifically defined senior unsecured debt instruments would rank junior to, without constituting
subordinated debt, all other outstanding unsecured unsubordinated obligations of the Issuer and be satisfied only if all such other
senior unsecured obligations of the Issuer have been paid in full. This prioritization would also be given effect if Resolution
Measures are imposed on the Issuer, so that obligations under debt instruments that rank junior in insolvency as described above
would be written down or converted into common equity tier 1 instruments
before
any other senior unsecured obligations of
the Issuer are written down or converted. A large portion of our liabilities consist of senior unsecured obligations that either
fall outside the statutory definition of debt instruments that rank junior to other senior unsecured obligations according to the
Resolution Mechanism Act or are expressly exempted from such definition.
Among those unsecured unsubordinated
obligations that are expressly exempted are money market instruments and senior unsecured debt instruments whose terms provide
that (i) the repayment or the amount of the repayment depends on the occurrence or non-occurrence of an event which is uncertain
at the point in time when the senior unsecured debt instruments are issued or is settled in a way other than by monetary payment,
or (ii) the payment of interest or the amount of the interest payments depends on the occurrence or non-occurrence of an event
which is uncertain at the point in time when the senior unsecured debt instruments are issued unless the payment of interest or
the amount of the interest payments solely depends on a fixed or floating reference interest rate and is settled by monetary payment.
This order of priority introduced by the Resolution Mechanism Act would apply in German insolvency proceedings instituted, or
when Resolution Measures are imposed, on or after January 1, 2017 with effect for debt instruments of the Issuer outstanding at
that time. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer,
the competent regulatory authority or court would determine which of our senior debt securities issued under the prospectus have
the terms described in clauses (i) or (ii) above, referred to herein as the “
Structured
Debt Securities
,” and which do not, referred to herein as the “
Non
-
Structured
Debt Securities
.” We expect the notes offered herein to be classified as Structured Debt Securities, but the
competent regulatory authority or court may classify the notes differently. In a German insolvency proceeding or in the event
of the imposition of Resolution Measures with respect to the Issuer, the Structured Debt Securities are expected to be among the
unsecured unsubordinated obligations that would bear losses after the Non-Structured Debt Securities as described above.
Nevertheless
,
you may lose some or all of your investment in the
notes
if a Resolution
Measure becomes applicable to us
. Imposition of a Resolution Measure would likely occur if we become, or are deemed
by the competent supervisory authority to have become, “non-viable” (as defined under the then applicable law) and
are unable to continue our regulated banking activities without a Resolution Measure becoming applicable to us. The Bank Recovery
and Resolution Directive and the Resolution Act are intended to eliminate the need for public support of troubled banks, and you
should be aware that public support, if any, would only potentially be used by the competent supervisory authority as a last resort
after having assessed and exploited, to the maximum extent practicable, the resolution tools, including the bail-in tool.
By acquiring the notes, you would
have no claim or other right against us arising out of any Resolution Measure and we would have no obligation to make payments
under the notes following the imposition of a Resolution Measure. In particular, the imposition of any Resolution Measure will
not constitute a default or an event of default under the notes, under the Indenture or for the purposes of, but only to the fullest
extent permitted by, the Trust Indenture Act. Furthermore, because the notes are subject to any Resolution Measure, secondary market
trading in the notes may not follow the trading behavior associated with similar types of securities issued by other financial
institutions which may be or have been subject to a Resolution Measure.
In addition, by your acquisition
of the notes, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against
the trustee and the indenture agents for, agree not to initiate a suit against the trustee or the indenture agents in respect of,
and agree that the trustee and the indenture agents will not be liable for, any action that the trustee or the indenture agents
take, or abstain from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution
authority with respect to the notes.
Accordingly
,
you may have limited or circumscribed
rights to challenge any decision of the competent resolution authority to impose any Resolution Measure
.
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THE ISSUER’S ESTIMATED VALUE OF THE NOTES ON THE TRADE DATE WILL BE LESS THAN THE ISSUE PRICE OF THE NOTES
—
The Issuer’s estimated value of the notes on the Trade Date (as disclosed on the cover of this pricing supplement) is less
than the Issue Price of the notes. The difference between the Issue Price and the Issuer’s estimated value of the notes on
the Trade Date is due to the inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our
obligations under the notes through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected
cost of providing such hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks
inherent in providing such hedge. The Issuer’s estimated value of the notes is determined by reference to an internal funding
rate and our pricing models. The internal funding rate is typically lower than the rate we would pay when we issue conventional
debt securities on equivalent terms. This difference in funding rate, as well as the agent’s commissions, if any, and the
estimated cost of hedging our obligations under the notes, reduces the economic terms of the notes to you and is expected to adversely
affect the price at which you may be able to sell the notes in any secondary market. In addition, our internal pricing models are
proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. If at any time a third
party dealer were to quote a price to purchase your notes or otherwise value your notes, that price or value may differ materially
from the estimated value of the notes determined by reference to our internal funding rate and pricing models. This difference
is due to, among other things, any difference in funding
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rates, pricing models or assumptions
used by any dealer who may purchase the notes in the secondary market.
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INVESTING IN THE NOTES IS NOT THE SAME AS INVESTING IN THE SHARES OF THE UNDERLYING OR THE COMPONENT SECURITIES HELD BY
THE UNDERLYING
— The return on the notes may not reflect the return you would have realized if you had directly invested
in the shares of the Underlying or the component securities held by the Underlying. For instance, you will not have voting rights
or rights to receive cash dividends or other distributions or other rights that holders of the shares of the Underlying or the
component securities held by the Underlying would have. In addition, you will not receive more than the Maximum Return regardless
of any potential increase in the price of the Underlying, which could be significant, even though you will be exposed to any decline
in the price of the Underlying at maturity.
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IF THE PRICE OF THE UNDERLYING CHANGES, THE VALUE OF YOUR NOTES MAY NOT CHANGE IN THE SAME MANNER
— Your notes
may trade quite differently from the shares of the Underlying and the component securities held by the Underlying. Changes in the
prices of the shares of the Underlying and the component securities held by the Underlying may not result in comparable changes
in the value of your notes.
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NO DIVIDEND PAYMENTS OR VOTING RIGHTS
— As a holder of the notes, you will not have any voting rights or rights
to receive cash dividends or other distributions or other rights that holders of the shares of the Underlying or the component
securities held by the Underlying would have.
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THE
EQUITY SECURITIES HELD BY THE SPDR
®
S&P
®
BANK ETF ARE SUBJECT TO RISKS ASSOCIATED WITH THE BANKING
SECTOR
— All or substantially all of the equity securities held by the SPDR
®
S&P
®
Bank ETF are issued by companies whose primary line of business is directly associated with the banking sector. The performance
of companies in the banking sector may be affected by governmental regulation that may limit the amount and types of loans and
other financial commitments that banks can make, the interest rates and fees they can charge and the amount of capital they must
maintain. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when
interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively impact the banking sector.
Banks may also be subject to severe price competition. The regional banking industry is highly competitive, and thus, failure
to maintain or increase market share may adversely affect profitability. These factors or the absence of such factors could cause
a downturn in the bank industries and could cause the value of some or all of the component securities held by the SPDR
®
S&P
®
Bank ETF and the price of the SPDR
®
S&P
®
Bank ETF to decline during
the term of the notes.
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THE POLICIES OF THE INVESTMENT ADVISOR OF THE UNDERLYING AND CHANGES
THAT AFFECT THE UNDERLYING OR ITS TRACKED INDEX COULD ADVERSELY AFFECT THE VALUE OF THE NOTES —
The policies of the investment
advisor of the Underlying (the “
Underlying Advisor
”) concerning the calculation of the Underlying’s net
asset value (“
NAV
”), additions, deletions or substitutions of securities or other assets or financial measures
held by the Underlying, substitution of the Tracked Index and the manner in which changes affecting how the Tracked Index is calculated
are reflected in the Underlying could adversely affect the price of the shares of the Underlying and, therefore, the value of,
and your return on, the notes. The value of, and your return on, the notes could also be adversely affected if the Underlying Advisor
changes its policies, for example, by changing the manner in which the Underlying Advisor calculates the Underlying’s NAV,
or if the Underlying Advisor discontinues or suspends calculation or publication of the Underlying’s NAV, in which case it
may become difficult to determine the value of the notes. If events such as these occur or if the Closing Price of the Underlying
is not available on an Averaging Date because of a market disruption event or for any other reason, the calculation agent, in certain
circumstances, may determine the Closing Price of the Underlying and the Payment at Maturity in a manner it considers appropriate
in its sole discretion.
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The Performance of the Underlying
,
Particularly During Periods of Market Volatility
,
May
Not Match the Performance of THE Tracked INDEX or its Net Asset Value per Share
— The performance of the Underlying
may not match the performance of the Tracked Index due to a number of factors. For instance, the Underlying may not hold all or
substantially all of the securities included in the Tracked Index and the Underlying Advisor may invest a portion of the Underlying’s
assets in securities not included in the Tracked Index. Therefore, the performance of the Underlying is generally linked, in part,
to assets other than the securities included in the Tracked Index. Additionally,
the
performance of the Underlying will reflect transaction costs and fees that are not included in the calculation of the Tracked Index.
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In addition, because the shares
of the Underlying are traded on a securities exchange and are subject to supply and demand, the performance of one share of the
Underlying may differ from the performance of the
Tracked Index or the Underlying’s
NAV per share. Furthermore, during periods of market volatility, securities or other assets held by the Underlying may become
unavailable
in the secondary market due to reduced liquidity or suspensions of, or
limitations on, trading, making it difficult for market participants to accurately calculate the NAV per share of the Underlying
and/or create, redeem or hedge shares of the Underlying. In such circumstances, the prices at which market participants are willing
to buy and sell shares of the Underlying may be significantly lower than the Underlying’s NAV and the liquidity of the shares
of the Underlying may be materially and adversely affected. Consequently, the performance of the Underlying may deviate significantly
from the performance of the Tracked Index or the Underlying’s NAV per share. These circumstances may or may not constitute
market disruption events and, in either case, your return on the notes may be determined based on the price of the shares of the
Underlying when it deviates significantly from the performance of the Tracked Index or the Underlying’s NAV per share. If
this occurs, the value of, and your return on, the notes may be materially and adversely affected.
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ANTI
-
DILUTION PROTECTION IS LIMITED AND THE CALCULATION AGENT MAY MAKE ADJUSTMENTS IN ADDITION TO
,
OR THAT
DIFFER FROM
,
THOSE SET FORTH IN THE ACCOMPANYING PRODUCT SUPPLEMENT
— The calculation agent will make adjustments
to the Share Adjustment Factor, which will initially be set at 1.0, for certain events affecting the shares of the Underlying.
The calculation agent is not required, however, to make such adjustments in response to all events that could affect the shares
of the Underlying. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes
may be materially and adversely affected. In addition, you should be aware that the calculation agent may, at its sole discretion,
make adjustments to the Share
Adjustment
Factor or any other terms of the notes that
are in addition to, or that differ from, those described in the accompanying product supplement to reflect changes occurring in
relation to the Underlying in circumstances where the calculation agent determines that it is appropriate to reflect those changes
to ensure an equitable result. Any alterations to the specified anti-dilution adjustments described in the accompanying product
supplement may be materially adverse to investors in the notes. You should read “Description of Securities — Anti-Dilution
Adjustments for Funds” in the accompanying product supplement in order to understand the adjustments that may be made to
the notes.
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THERE IS NO AFFILIATION BETWEEN THE UNDERLYING OR THE UNDERLYING STOCK ISSUERS AND US AND WE HAVE NOT PARTICIPATED IN THE
PREPARATION OF
,
OR VERIFIED
,
ANY INFORMATION ABOUT THE UNDERLYING OR THE UNDERLYING STOCK ISSUERS
— We
are not affiliated with the Underlying or the issuers of the component stocks held by the Underlying or included in the Tracked
Index (such stocks, “
Underlying Stocks
,” and the issuers of Underlying Stocks, “
Underlying Stock Issuers
”).
However, we or our affiliates may currently, or from time to time in the future, engage in business with the Underlying Stock Issuers,
including extending loans to, making equity investments in, acting as underwriter in connection with future offerings of the Underlying
Stocks by, or providing advisory services (including merger and acquisition advisory services) to, such Underlying Stock Issuers.
In the course of this business, we or our affiliates may acquire non-public information about the Underlying Stock Issuers and
we will not disclose any such information to you. Nevertheless, neither we nor our affiliates have participated in the preparation
of, or verified, any information about the Underlying Stocks or any of the Underlying Stock Issuers. You, as an investor in the
notes, should make your own investigation into the Underlying Stocks and the Underlying Stock Issuers. Neither the Underlying nor
any of the Underlying Stock Issuers is involved in this offering in any way and none of them has any obligation of any sort with
respect to your notes. The Underlying has no obligation to take your interests into consideration for any reason, including when
taking any actions that would require the calculation agent to adjust the Share Adjustment Factor, which may adversely affect the
value of your notes.
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PAST PERFORMANCE OF THE UNDERLYING IS NO GUIDE TO FUTURE PERFORMANCE
— The actual performance of the Underlying
over the term of the notes may bear little relation to the historical closing prices of the Underlying and/or the hypothetical
examples set forth elsewhere in this pricing supplement. We cannot predict the future performance of the Underlying or whether
the performance of the Underlying will result in the return of any of your investment.
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ASSUMING NO CHANGES IN MARKET CONDITIONS AND OTHER RELEVANT FACTORS, THE PRICE YOU MAY RECEIVE FOR YOUR NOTES IN SECONDARY
MARKET TRANSACTIONS WOULD GENERALLY BE LOWER THAN BOTH THE ISSUE PRICE AND THE ISSUER’S ESTIMATED VALUE OF THE NOTES ON THE
TRADE DATE
— While the payment(s) on the notes described in this pricing supplement is based on the full Face Amount
of notes, the Issuer’s estimated value of the notes on the Trade Date (as disclosed on the cover of this pricing supplement)
is less than the Issue Price of the notes. The Issuer’s estimated value of the notes on the Trade Date does not represent
the price at which we or any of our affiliates would be willing to purchase your notes in the secondary market at any time. Assuming
no changes in market conditions or our creditworthiness and other
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relevant factors, the price, if any,
at which we or our affiliates would be willing to purchase the notes from you in secondary market transactions, if at all, would
generally be lower than both the Issue Price and the Issuer’s estimated value of the notes on the Trade Date. Our purchase
price, if any, in secondary market transactions would be based on the estimated value of the notes determined by reference to (i)
the then-prevailing internal funding rate (adjusted by a spread) or another appropriate measure of our cost of funds and (ii) our
pricing models at that time, less a bid spread determined after taking into account the size of the repurchase, the nature of the
assets underlying the notes and then-prevailing market conditions. The price we report to financial reporting services and to distributors
of our notes for use on customer account statements would generally be determined on the same basis. However, during the period
of approximately six months beginning from the Trade Date, we or our affiliates may, in our sole discretion, increase the purchase
price determined as described above by an amount equal to the declining differential between the Issue Price and the Issuer’s
estimated value of the notes on the Trade Date, prorated over such period on a straight-line basis, for transactions that are individually
and in the aggregate of the expected size for ordinary secondary market repurchases.
In addition to the factors discussed
above, the value of the notes and our purchase price in secondary market transactions after the Trade Date, if any, will vary
based on many economic and market factors, including our creditworthiness, and cannot be predicted with accuracy. These changes
may adversely affect the value of your notes, including the price you may receive in any secondary market transactions. Any sale
prior to the Maturity Date could result in a substantial loss to you. The notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your notes to maturity.
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THE NOTES WILL NOT BE LISTED AND THERE WILL LIKELY BE LIMITED LIQUIDITY
— The notes will not be listed on any
securities exchange. There may be little or no secondary market for the notes. We or our affiliates intend to act as market makers
for the notes but are not required to do so and may cease such market making activities at any time. Even if there is a secondary
market, it may not provide enough liquidity to allow you to sell the notes when you wish to do so or at a price advantageous to
you. Because we do not expect other dealers to make a secondary market for the notes, the price at which you may be able to sell
your notes is likely to depend on the price, if any, at which we or our affiliates are willing to buy the notes. If, at any time,
we or our affiliates do not act as market makers, it is likely that there would be little or no secondary market in the notes.
If you have to sell your notes prior to maturity, you may not be able to do so or you may have to sell them at a substantial loss,
even in cases where the price of the Underlying has increased compared to the Lookback Price.
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MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE NOTES
— While we expect that, generally, the price
of the Underlying will affect the value of the notes more than any other single factor, the value of the notes prior to maturity
will also be affected by a number of other factors that may either offset or magnify each other, including:
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the expected volatility of the Underlying;
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the time remaining to the maturity of the notes;
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the market prices and dividend rates of the shares
of the Underlying and the component securities held by the Underlying;
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the composition of the Underlying;
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·
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the occurrence of certain events affecting the Underlying
that may or may not require an anti-dilution adjustment;
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interest rates and yields in the markets generally;
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geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the Underlying, the Tracked Index or the markets generally;
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supply and demand for the notes; and
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our creditworthiness, including actual or anticipated
downgrades in our credit ratings.
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During the term of the notes, it
is possible that their value may decline significantly due to the factors described above even if the price of the Underlying
remains unchanged from the Lookback Price, and any sale prior to the Maturity Date could result in a substantial loss to you.
You must hold the notes to maturity to receive the stated payout from the Issuer.
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TRADING AND OTHER TRANSACTIONS BY US, JPMORGAN CHASE & CO. OR OUR OR ITS AFFILIATES IN THE EQUITY AND EQUITY DERIVATIVE
MARKETS MAY IMPAIR THE VALUE OF THE NOTES
— We or our affiliates expect to hedge our exposure from the notes by entering
into equity and equity derivative transactions, such as over-the-counter options, futures or exchange-traded instruments. We, JPMorgan
Chase & Co. or our or its affiliates may also engage in trading in instruments linked or related to the Underlying on a regular
basis as part of our or their general broker-dealer and other businesses, for proprietary accounts, for other accounts under management
or to facilitate transactions for customers, including block transactions. Such trading and hedging activities may adversely affect
the price of the Underlying and, therefore, make it less likely that you will receive a positive return on your investment in the
notes. It is possible that we, JPMorgan Chase & Co. or our or its affiliates could receive substantial returns from these hedging
and trading activities while the value of the notes declines. We, JPMorgan Chase & Co. or our or its affiliates may also issue
or underwrite other securities or financial or derivative instruments with returns linked or related to the Underlying. To the
extent that we, JPMorgan Chase & Co. or our or its affiliates serve as issuer, agent or underwriter for such securities or
financial or derivative instruments, our, JPMorgan Chase & Co.’s or our or its affiliates’ interests with respect
to such products may be adverse to those of the holders of the notes. Introducing competing products into the marketplace in this
manner could adversely affect the price of the Underlying and the value of the notes. Any of the foregoing activities described
in this paragraph may reflect trading strategies that differ from, or are in direct opposition to, investors’ trading and
investment strategies related to the notes.
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WE, JPMORGAN CHASE & CO. OR OUR OR ITS AFFILIATES MAY PUBLISH RESEARCH, EXPRESS OPINIONS OR PROVIDE RECOMMENDATIONS
THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES. ANY SUCH RESEARCH, OPINIONS OR RECOMMENDATIONS COULD ADVERSELY AFFECT
THE PRICE OF THE UNDERLYING AND THE VALUE OF THE NOTES
— We, JPMorgan Chase & Co. or our or its affiliates may publish
research from time to time on financial markets and other matters that could adversely affect the price of the Underlying and the
value of the notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the notes.
Any research, opinions or recommendations expressed by us, JPMorgan Chase & Co. or our or its affiliates may not be consistent
with each other and may be modified from time to time without notice. You should make your own independent investigation of the
merits of investing in the notes and the Underlying.
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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, hedging our obligations under the notes and determining the Issuer’s
estimated value of the notes on the Trade Date and the price, if any, at which we or our affiliates would be willing to purchase
the notes from you in secondary market transactions. In performing these roles, our economic interests and those of our affiliates
are potentially adverse to your interests as an investor in the notes. The calculation agent will determine, among other things,
all values, prices and levels required to be determined for the purposes of the notes on any relevant date or time. The calculation
agent also has some discretion about certain adjustments to the Share Adjustment Factor and will be responsible for determining
whether a market disruption event has occurred. Any determination by the calculation agent could adversely affect the return on
the notes.
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THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCERTAIN
— There is no direct legal
authority regarding the proper U.S. federal income tax treatment of the notes, and we do not plan to request a ruling from the
IRS. Consequently, significant aspects of the tax treatment of the notes are uncertain, and the IRS or a court might not agree
with the treatment of the notes as prepaid financial contracts that are not debt. If the IRS were successful in asserting an alternative
treatment for the notes, the tax consequences of ownership and disposition of the notes could be materially and adversely affected.
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Even if the treatment of the notes
as prepaid financial contracts is respected, purchasing a note could be treated as entering into a “constructive ownership
transaction.” In that case, all or a portion of any long-term capital gain you would otherwise recognize on the taxable
disposition of the note would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying
long-term capital gain,” and a notional interest charge would apply with respect to the deemed tax liability that would
have been incurred if such income had accrued at a constant rate over the period you held the note.
As described above under “Tax
Consequences,” in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on various issues
regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. 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 of the accompanying product
supplement entitled “U.S. Federal Income Tax Consequences,” and consult your tax adviser
regarding the U.S. federal tax consequences
of an investment in the notes (including possible alternative treatments, the potential application of the “constructive
ownership” regime and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.
Use of Proceeds and Hedging
Part of the net proceeds we receive from the sale of the notes
will be used in connection with hedging our obligations under the notes through one or more of our affiliates. The hedging or trading
activities of our affiliates on or prior to the Trade Date or an Averaging Date could adversely affect the price of the Underlying
and, as a result, could decrease the amount you may receive on the notes at maturity.
The SPDR
®
S&P
®
Bank ETF
We have derived all information contained
in this pricing supplement regarding the SPDR
®
S&P
®
Bank ETF, including, without limitation,
information concerning its make-up, method of calculation and adjustment policy, from publicly available information. We have not
participated in the preparation of, or verified, such information. Such information reflects the policies of, and is subject to
change by, SPDR
®
Series Trust and SSgA Funds Management, Inc. The SPDR
®
S&P
®
Bank
ETF is an investment portfolio maintained and managed by SSgA Funds Management, Inc., which is the investment advisor to the SPDR
®
S&P
®
Bank ETF. The SPDR
®
S&P
®
Bank ETF is an exchange-traded fund that trades
on the NYSE Arca under the ticker symbol “KBE.”
SPDR
®
Series Trust is a registered
investment company that consists of numerous separate investment portfolios, including the SPDR
®
S&P
®
Bank ETF. Information provided to, or filed with, the SEC by SPDR
®
Series Trust pursuant to the Securities Exchange
Act of 1934, as amended, or the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333–57793
and 811–08839, respectively, through the SEC’s website at
.
http://www.sec.gov.
.
For additional information regarding SPDR
®
Series Trust, SSgA Funds Management, Inc. and the SPDR
®
S&P
®
Bank ETF, please see the SPDR
®
Series Trust’s prospectus.
The SPDR
®
S&P
®
Bank ETF seeks to provide investment results that correspond generally to the total return performance, before fees and expenses,
of the S&P
®
Banks Select Industry
®
Index, which represents the technology sector of the U.S.
equity market. In seeking to track the performance of the S&P
®
Banks Select Industry
®
Index,
the SPDR
®
S&P
®
Bank ETF employs a sampling strategy, which means that the SPDR
®
S&P
®
Bank ETF is not required to purchase all of the securities represented in the S&P
®
Banks
Select Industry
®
Index. Instead, the SPDR
®
S&P
®
Bank ETF may purchase a subset
of the securities represented in the S&P
®
Banks Select Industry
®
Index in an effort to hold a
portfolio of securities with generally the same risk and return characteristics of the S&P
®
Banks Select Industry
®
Index. Under normal market conditions, the SPDR
®
S&P
®
Bank ETF generally invests substantially
all, but at least 80%, of its total assets in the securities composing the S&P
®
Banks Select Industry
®
Index.
The S&P
®
Banks Select
Industry
®
Index is a modified equally-weighted index that is designed to measure the performance of the bank sub-industry
portion of the S&P
®
Total Market Index. The S&P
®
Total Market Index offers broad market exposure
to companies of all market capitalization, including all common equities listed on the NYSE (including NYSE Arca), the NYSE MKT,
the NASDAQ Global Select Market, the NASDAQ Select Market and the NASDAQ Capital Market. Only U.S. companies are eligible for inclusion
in the S&P
®
Total Market Index. The companies included in the S&P
®
Banks Select Industry
®
Index are selected on the basis of being classified under the Global Industry Classification Standard (GICS) as Asset Management
& Custody Banks, Diversified Banks, Regional Banks, Other Diversified Financial Services and Thrifts & Mortgage Finance
companies as well as meeting float-adjusted liquidity ratio and float-adjusted market capitalization requirements. The S&P
®
Banks Select Industry
®
Index is reported by Bloomberg under the ticker symbol “SPSIBK.”
This is only
a summary of the S&P
®
Banks Select Industry
®
Index. For more information regarding the composition,
calculation methodology and adjustment policy for the S&P
®
Banks Select Industry
®
Index, please
see the section entitled “The S&P Select Industry Indices – Methodology of the Select Industry Indices” in
the accompanying underlying supplement No. 1 dated August 17, 2015.
Historical Information
The following graph sets forth the historical performance of
the SPDR
®
S&P
®
Bank ETF based on its daily closing prices from June 30, 2012 through June 30,
2017. The closing price of the Underlying on June 30, 2017 was $43.52. We obtained the historical closing prices of the Underlying
below from Bloomberg L.P. and we have not participated in the preparation of, or verified, such information.
The historical closing prices of the Underlying should not
be taken as an indication of future performance and no assurance can be given as to the Closing Price of the Underlying on any
of the Averaging Dates. We cannot give you assurance that the performance of the Underlying will result in the return of any of
your initial investment.
Supplemental Plan of Distribution
JPMorgan Chase Bank, N.A. and JPMS LLC or one of its affiliates
will act as placement agents for the notes. The placement agents will receive a fee from the Issuer that will not exceed $10.00
per $1,000 Face Amount of notes, but will forgo any fees for sales to certain fiduciary accounts. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
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