Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this
pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation
to the contrary is a criminal offense.
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.
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement, relating to our Series A medium-term notes,
of which these notes are a part, and the more detailed information contained in the accompanying product supplement and the accompanying
underlying supplement.
This pricing supplement, together with the documents listed below, contains the terms of the notes and
supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative
pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational
materials of ours.
You should carefully consider, among other things, the matters set forth in the “Risk Factors”
sections of the accompanying product supplement and the accompanying underlying supplement, as the notes involve risks not associated
with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you
invest in the notes.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website
is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”
and “our” refer to JPMorgan Financial.
The following table and examples illustrate
the hypothetical total return and the hypothetical payment at maturity on the notes. The “total return” as used in
this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000
principal amount note to $1,000. Each hypothetical total return or payment at maturity set forth below assumes an Initial Index
Level of 2,000 and reflects the Contingent Digital Return of 7.35%, the Buffer Amount of 10% and the Downside Leverage Factor of
1.1111. Each hypothetical total return or payment at maturity set forth below is for illustrative purposes only and may not be
the actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table
and in the examples below have been rounded for ease of analysis.
Ending Index
Level
|
Index Return
|
Total Return
|
3,600.00
|
80.00%
|
7.35%
|
3,300.00
|
65.00%
|
7.35%
|
3,000.00
|
50.00%
|
7.35%
|
2,800.00
|
40.00%
|
7.35%
|
2,600.00
|
30.00%
|
7.35%
|
2,400.00
|
20.00%
|
7.35%
|
2,300.00
|
15.00%
|
7.35%
|
2,200.00
|
10.00%
|
7.35%
|
2,100.00
|
5.00%
|
7.35%
|
2,050.00
|
2.50%
|
7.35%
|
2,000.00
|
0.00%
|
7.35%
|
1,950.00
|
-2.50%
|
7.35%
|
1,900.00
|
-5.00%
|
7.35%
|
1,800.00
|
-10.00%
|
7.35%
|
1,600.00
|
-20.00%
|
-11.11%
|
1,500.00
|
-25.00%
|
-16.67%
|
1,400.00
|
-30.00%
|
-22.22%
|
1,200.00
|
-40.00%
|
-33.33%
|
1,000.00
|
-50.00%
|
-44.44%
|
800.00
|
-60.00%
|
-55.56%
|
600.00
|
-70.00%
|
-66.67%
|
400.00
|
-80.00%
|
-77.78%
|
200.00
|
-90.00%
|
-88.89%
|
0.00
|
-100.00%
|
-100.00%
|
JPMorgan Structured Investments —
|
PS-
2
|
Digital Dual Directional Buffered Notes Linked to the S&P 500
®
Index
|
|
Hypothetical Examples of
Amount Payable at Maturity
The following examples illustrate how the total
payment at maturity in different hypothetical scenarios is calculated.
Example 1: The level of the Index increases
from the Initial Index Level of 2,000 to an Ending Index Level of 2,100.
Because the Ending Index Level of 2,100 is greater
than the Initial Index Level of 2,000, regardless of the Index Return, the investor receives a payment at maturity of $1,073.50
per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 ×
7.35%) = $1,073.50
Example 2: The level of the Index decreases
from the Initial Index Level of 2,000 to an Ending Index Level of 1,800.
Although the Index Return is negative, because
the Ending Index Level of 1,800 is less than the Initial Index Level of 2,000 by up to the Buffer Amount of 10%, the investor receives
a payment at maturity of $1,073.50 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 ×
7.35%) = $1,073.50
Example 3: The level of the Index increases
from the Initial Index Level of 2,000 to an Ending Index Level of 2,400.
Because the Ending Index Level of 2,400 is greater
than the Initial Index Level of 2,000 and although the Index Return of 20% exceeds the Contingent Digital Return of 7.35%, the
investor is entitled to only the Contingent Digital Return and receives a payment at maturity of $1,073.50 per $1,000 principal
amount note, calculated as follows:
$1,000 + ($1,000 ×
7.35%) = $1,073.50
Example 4: The level of the Index decreases
from the Initial Index Level of 2,000 to an Ending Index Level of 1,400.
Because the Ending Index Level of 1,400 is less
than the Initial Index Level of 2,000 by more than the Buffer Amount of 10% and the Index Return is -30%, the investor receives
a payment at maturity of $777.78 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 ×
(-30% + 10%) × 1.1111] = $777.78
The hypothetical returns and hypothetical payments
on the notes shown above apply
only if you hold the notes for their entire term.
These hypotheticals do not reflect fees
or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical
returns and hypothetical payments shown above would likely be lower.
JPMorgan Structured Investments —
|
PS-
3
|
Digital Dual Directional Buffered Notes Linked to the S&P 500
®
Index
|
|
Selected Purchase Considerations
|
·
|
FIXED APPRECIATION POTENTIAL
— If the Ending Index Level is greater than or equal to the Initial Index Level or is less than the Initial Index Level by
up to 10%, you will receive a fixed return equal to the Contingent Digital Return of 7.35% at maturity, which also reflects the
maximum return on the notes at maturity.
Because the notes are our unsecured and unsubordinated obligations, the payment of
which is fully and unconditionally guaranteed by JPMorgan Chase & Co., payment of any amount on the notes is subject to our
ability to pay our obligations as they become due and JPMorgan Chase & Co.’s ability to pay its obligations as they become
due.
|
|
·
|
LIMITED PROTECTION AGAINST LOSS
— We will pay you your
principal back at maturity if the Ending Index Level is greater than or equal to the Initial Index Level or is less than the Initial
Index Level by up to 10%. If the Ending Index Level is less than the Initial Index Level by more than 10%, for every 1% that the
Ending Index Level is less than the Initial Index Level by more than 10%, you will lose an amount equal to 1.1111% of the principal
amount of your notes. Accordingly, you may lose some or all of your principal amount at maturity.
|
|
·
|
RETURN LINKED TO THE S&P 500
®
INDEX
— 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” in the accompanying underlying supplement
.
|
|
·
|
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.
Withholding under legislation commonly referred
to as “FATCA” may (if the notes are recharacterized as debt instruments) apply to amounts treated as interest paid
with respect to the notes. Under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other
than any amount treated as interest) of a taxable disposition, including redemption at maturity, of the notes. You should consult
your tax adviser regarding the potential application of FATCA to the notes.
Non-U.S. holders should also note that recently
promulgated Treasury regulations imposing a withholding tax on certain “dividend equivalents” under certain “equity
linked instruments” will not apply to the notes.
Selected Risk Considerations
An investment in the notes involves significant
risks. Investing in the notes is not equivalent to investing directly in the Index or any of the component securities of the Index.
These risks are explained in more detail in the “Risk Factors” sections of the accompanying product supplement and
the accompanying underlying supplement.
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
— The
notes do not guarantee any return of principal. The return on the notes at maturity is dependent on the performance of the Index
and will depend on whether, and the extent to which, the Ending Index Level is less than the Initial Index Level. Your investment
will be exposed to a loss on a leveraged basis if the Ending Index Level is less than the Initial Index level by more than 10%.
For every 1% that the Ending Index Level is less than the Initial Index Level by more than 10%, you will lose an amount equal to
1.1111% of the principal amount of your notes. Accordingly, you may lose some or all of your principal amount at maturity.
|
|
·
|
YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE
CONTINGENT DIGITAL RETURN
—
If the Ending
Index Level is greater than or equal to the Initial Index Level or is less than the Initial Index Level by up to 10%, for each
$1,000 principal amount note, you will receive at maturity $1,000
plus
an additional return equal to the Contingent Digital
Return of 7.35%, regardless of the appreciation in the Index, which may be significant.
|
JPMorgan Structured Investments —
|
PS-
4
|
Digital Dual Directional Buffered Notes Linked to the S&P 500
®
Index
|
|
|
·
|
YOUR ABILITY TO RECEIVE THE CONTINGENT DIGITAL RETURN MAY TERMINATE
ON THE FINAL ENDING AVERAGING DATE
— If the Ending Index Level is less than the Initial Index Level by more than 10%,
you will not be entitled to receive the Contingent Digital Return at maturity. Under these circumstances, you may lose some or
all of your principal amount at maturity.
|
|
·
|
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.
— The notes are subject to our and JPMorgan Chase & Co.’s credit risks, and our and JPMorgan Chase & Co.’s
credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on our and
JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan
Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely
to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations,
you may not receive any amounts owed to you under the notes and you could lose your entire investment.
|
|
·
|
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
— We and our affiliates play a variety
of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of
the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the
estimated value of the notes when the terms of the notes are set, which we refer to as the estimated value of the notes. In performing
these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent and
other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our and JPMorgan Chase
& Co.’s business activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s
economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is
possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial
returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating
to Conflicts of Interest” in the accompanying product supplement for additional information about these risks.
|
|
·
|
In addition, JPMorgan Chase & Co. is currently one of the companies
that make up the S&P 500
®
Index, but JPMorgan Chase & Co. will have no obligation to consider your interests
as a holder of the notes in taking any corporate action that might affect the value of the S&P 500
®
Index.
|
|
·
|
THE BENEFIT PROVIDED BY THE BUFFER AMOUNT MAY TERMINATE ON THE FINAL
ENDING AVERAGING DATE
— If the Ending Index Level is less than the Initial Index Level by more than the Buffer Amount,
the benefit provided by the Buffer Amount will terminate and you will be fully exposed to any depreciation of the Index.
|
|
·
|
THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE
PRICE (PRICE TO PUBLIC) OF THE NOTES
— The estimated value of the notes is only an estimate determined by reference to
several factors. The original issue price of the notes exceeds the estimated value of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions,
the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under
the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes”
in this pricing supplement.
|
|
·
|
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES
OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES
— The estimated value of the notes is determined by reference
to internal pricing models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on
market conditions and other relevant factors existing at that time and assumptions about market parameters, which can include volatility,
dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that
are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors in the
future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly
based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest
rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from
you in secondary market transactions. See “The Estimated Value of the Notes” in this pricing supplement.
|
|
·
|
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL
FUNDING RATE
— The internal funding rate used in the determination of the estimated value of the notes is based on, among
other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational
and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed-rate debt of JPMorgan
Chase & Co. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms
of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
|
|
·
|
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
|
JPMorgan Structured Investments —
|
PS-
5
|
Digital Dual Directional Buffered Notes Linked to the S&P 500
®
Index
|
|
some circumstances, estimated hedging costs and our
internal secondary market funding rates for structured debt issuances. See “Secondary Market Prices of the Notes” in
this pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes
during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer
account statements).
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE
ORIGINAL ISSUE PRICE OF THE NOTES
— Any secondary market prices of the notes will likely be lower than the original issue
price of the notes because, among other things, secondary market prices take into account our internal secondary market funding
rates for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude
projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a
result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions, if at all, is
likely to be lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss
to you. See the immediately following risk consideration for information about additional factors that will impact any secondary
market prices of the notes.
|
The notes are not designed to be short-term trading
instruments. Accordingly, you should be able and willing to hold your notes to maturity. See “— Lack of Liquidity”
below.
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC
AND MARKET FACTORS
— The secondary market price of the notes during their term will be impacted by a number of economic
and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits,
if any, estimated hedging costs and the level of the Index, including:
|
|
·
|
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 Index;
|
|
·
|
the time to maturity of the notes;
|
|
·
|
the dividend rates on the equity securities
included in the Index;
|
|
·
|
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.
|
·
|
NO INTEREST OR DIVIDEND PAYMENTS
OR VOTING RIGHTS
— As a holder of the notes, you will not receive interest payments, and you will not have voting rights
or rights to receive cash dividends or other distributions or other rights that holders of securities included in the Index would
have.
|
|
·
|
LACK
OF LIQUIDITY —
The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes
in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes,
the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy
the notes.
|
JPMorgan Structured Investments —
|
PS-
6
|
Digital Dual Directional Buffered Notes Linked to the S&P 500
®
Index
|
|
Historical Information
The following
graph sets forth the historical performance of the Index based on the weekly historical closing levels of the Index from January
7, 2011 through June 24, 2016. The closing level of the Index on June 29, 2016 was
2,070.77.
We obtained the closing levels of the Index
above and below from the Bloomberg Professional
®
service (“Bloomberg”), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be
given as to the closing level of the Index on any Ending Averaging Date. There can be no assurance that the performance of the
Index will result in the return of any of your principal amount.
The Estimated Value of the
Notes
The estimated value of the notes set forth on
the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
debt component with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative
or derivatives underlying the economic terms of the notes. The estimated value of the notes does not represent a minimum price
at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The internal funding rate
used in the determination of the estimated value of the notes is based on, among other things, our and our affiliates’ view
of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes
in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. For additional information, see “Selected
Risk Considerations — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement. The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal
pricing models of our affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative
instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates,
interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated
value of the notes is determined when the terms of the notes are set based on market conditions and other relevant factors and
assumptions existing at that time. See “Selected Risk Considerations — The Estimated Value of the Notes Does Not Represent
Future Values of the Notes and May Differ from Others’ Estimates” in this pricing supplement.
The estimated value of the notes is lower than
the original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in
the original issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk
and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected,
or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations under
the notes. See “Selected Risk Considerations — The Estimated Value of the Notes Is Lower Than the Original Issue Price
(Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of
the Notes
For information about factors that will impact
any secondary market prices of the notes, see “Selected Risk Considerations — Secondary Market Prices of the Notes
Will Be Impacted by Many Economic and Market Factors” in this pricing supplement. In addition, we generally expect that some
of the costs included in the original issue price of the
JPMorgan Structured Investments —
|
PS-
7
|
Digital Dual Directional Buffered Notes Linked to the S&P 500
®
Index
|
|
notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period
that is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected
Risk Considerations — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements)
May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period.”
Supplemental Use of Proceeds
The notes are offered to meet investor demand
for products that reflect the risk-return profile and market exposure provided by the notes. See “What Is the Total Return
on the Notes at Maturity, Assuming a Range of Performances for the Index?” and “Hypothetical Examples of Amount Payable
at Maturity” in this pricing supplement for an illustration of the risk-return profile of the notes and “Selected Purchase
Considerations — Return Linked to the S&P 500
®
Index” in this pricing supplement for a description
of the market exposure provided by the notes.
The original issue price of the notes is equal
to the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus
(minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the notes, plus
the estimated cost of hedging our obligations under the notes.
Validity of the Notes and
the Guarantee
In the opinion of Davis Polk & Wardwell
LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement
have been executed and issued by JPMorgan Financial and authenticated by the trustee pursuant to the indenture, and delivered against
payment as contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee
will constitute a valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and
equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack
of bad faith),
provided
that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited
to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company
Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery
of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with
respect to the trustee, all as stated in the letter of such counsel dated February 24, 2016, which was filed as an exhibit to the
Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2016.
JPMorgan Structured Investments —
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