Obligation JP Morgan 1.345% ( XS2019797146 ) en EUR

JP Morgan

100 % ▲

Etas-Unis

XS2019797146 ( en EUR )

1.345% par an ( paiement annuel )

23/09/2035

Prospectus brochure de l'obligation JP Morgan XS2019797146 en EUR 1.345%, échéance 23/09/2035

100 000 EUR

220 000 000 EUR

23/09/2024 ( Dans 127 jours )

L'Obligation émise par JP Morgan ( Etas-Unis ) , en EUR, avec le code ISIN XS2019797146, paye un coupon de 1.345% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/09/2035

Execution Version
PRICING SUPPLEMENT
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes of
the manufacturer's product approval process, the target market assessment in respect of the Securities has led to
the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients only,
each as defined in Directive 2014/65/EU (as may be amended or replaced from time to time, "MiFID II"); and
(ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Securities (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Directive (as defined below). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as may be amended or replaced from time to time, the "PRIIPs Regulation")
for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation. Notwithstanding the above, if the Issuer subsequently
prepares and publishes a key information document under the PRIIPs Regulation in respect of the Securities, then
the prohibition on the offering, sale or otherwise making available the Securities to a retail investor as described
above shall no longer apply.
Pricing Supplement dated 28 October 2019
JPMorgan Chase & Co.
Structured Products Programme for the issuance of Notes, Warrants and Certificates
Issue of:
(i) EUR 15,000,000 16 Year Callable 1.3450 per cent. per annum Fixed Rate Notes due September 2035
(the "Tranche Four Notes") and
(ii) EUR 85,000,000 16 Year Callable 1.3450 per cent. per annum Fixed Rate Notes due 2035 (the
"Tranche Five Notes")
(to be consolidated and to form a single series with:
(a) the EUR 75,000,000 16 Year Callable 1.3450 per cent. per annum Fixed Rate Notes due September
2035 (the "Tranche One Notes")
(b) the EUR 20,000,000 16 Year Callable 1.3450 per cent. per annum Fixed Rate Notes due September
2035 (the "Tranche Two Notes")
(c) the EUR 25,000,000 16 Year Callable 1.3450 per cent. per annum Fixed Rate Notes due September
2035 (the "Tranche Three Notes")
issued on 23 September 2019, and the Tranche One Notes, the Tranche Two Notes and the Tranche Three
Notes, together with the Tranche Four Notes and the Trance Five Notes, shall collectively be referred to
as, the "Notes" or the "Securities")
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The offering circular dated 24 April 2019 and the Supplement(s) to the offering circular listed in the Annex hereto
(as so supplemented, the "Offering Circular") (as completed and (if applicable) amended by this Pricing
Supplement) have been prepared on the basis that any offer of Securities in any Member State of the EEA which
has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement
to publish a prospectus for offers of the Securities. The expression "Prospectus Directive" means Directive
2003/71/EC (as amended or superseded), and includes any relevant implementing measure in the Relevant
Member State. Accordingly any person making or intending to make an offer in that Relevant Member State of
the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised,
nor do they authorise, the making of any offer of Securities in any other circumstances.
If you purchase the Securities described in this Pricing Supplement after the date hereof, you should review
the most recent restatement (if any) of the Offering Circular and each supplement thereafter up to (and
including) the date of purchase to ensure that you have the most up to date information on the Issuer on
which to base your investment decision (note that the terms and conditions of the Securities will remain as
described in this Pricing Supplement and the version of the Offering Circular described above, subject to
any amendments notified to Holders). Each supplement and restatement (if any) to the Offering Circular
can be found on (www.bourse.lu) and (www.ise.ie).
RISK FACTORS
Purchase of these Securities involves substantial risks
Investors should ensure that they understand the nature of the risks posed by, and the extent of their exposure
under, the Securities. Investors should make all pertinent inquiries they deem necessary without relying on the
Issuer or the Dealer. Investors should consider the suitability of the Securities as an investment in light of their
own circumstances, investment objectives, tax position and financial condition. Investors should consider
carefully all the information set forth in this Pricing Supplement along with all the information set forth in the
Offering Circular. Investors should pay particular attention to the section entitled "Risk Factors" in the Offering
Circular (pages 30 to 115 inclusive).
Unregulated Securities: The Securities do not constitute a participation in a collective investment scheme
within the meaning of the Swiss Federal Act on Collective Investment Schemes and are not subject to
supervision by the Swiss Financial Market Supervisory Authority FINMA.
None of the Securities constitutes a participation in a collective investment scheme within the meaning of the
Swiss Federal Act on Collective Investment Schemes and none of the Securities is subject to approval, registration
or supervision by the Swiss Financial Market Supervisory Authority FINMA or any other regulatory authority in
Switzerland. Accordingly, investors do not have the benefit of the specific investor protection provided under the
Swiss Federal Act on Collective Investment Schemes and are exposed to the credit risk of the Issuer.
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the
Specific Product Provisions (as may be amended and/or supplemented up to, and including, 23 September 2019)
set forth in the Offering Circular. Full information on the Issuer and the offer of the Securities is only available
on the basis of the combination of this Pricing Supplement and the Offering Circular (including all documents
incorporated by reference). The Offering Circular (including all documents incorporated by reference) is available
from The Bank of New York Mellon S.A./N.V., Luxembourg Branch, at Vertigo Building, Polaris, 2-4 rue Eugène
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Ruppert, L-2453, Luxembourg, and The Bank of New York Mellon S.A./ N.V., Dublin Branch, at Riverside 2,
Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland, and in electronic form on the Luxembourg Stock
Exchange's website (www.bourse.lu).
1.
(i)
Issuer:
JPMorgan Chase & Co.
2.
(i)
Series Number:
2019-10883

(ii)
Tranche Number:
Four and Five
3.
Specified Currency or Currencies:
Euro, as defined in General Condition 32.1 ("EUR")
4.
Notes, Warrants or Certificates:
Notes
5.
Aggregate Nominal Amount:

(i)
Series:
EUR 220,000,000 comprising of:
a)
Aggregate Nominal Amount 1 in respect of
the Tranche One Notes = EUR 75,000,000
(the "Aggregate Nominal Amount 1");
b)
Aggregate Nominal Amount 2 in respect of
the Tranche Two Notes = EUR 20,000,000
(the "Aggregate Nominal Amount 2");
c)
Aggregate Nominal Amount 3 in respect of
the Tranche Three Notes = EUR 25,000,000
(the "Aggregate Nominal Amount 3");
d)
Aggregate Nominal Amount 4 in respect of
the Tranche Four Notes = EUR 15,000,000
(the "Aggregate Nominal Amount 4");
and
e)
Aggregate Nominal Amount 5 in respect of
the Tranche Five Notes = EUR 85,000,000
(the "Aggregate Nominal Amount 5").

(ii)
Tranche:
In respect of:
a)
the Tranche Four Notes, EUR.15,000,000;
and
b)
the Tranche Five Notes, EUR.85,000,000.
6.
Issue Price:
In respect of:
a)
the Tranche Four Notes, 98.09 per cent.
(98.09%) of the Aggregate Nominal
Amount 4 plus 37 days accrued interest in
respect of the period from and including 23
September 2019 to but excluding the issue
date of the Tranche Four Notes (equal to
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0.1382 per cent. (0.1382%) of the
Aggregate Nominal Amount 4; and
b)
the Tranche Five Notes, 97.70 per cent.
(97.70%) of the Aggregate Nominal
Amount 5 plus 37 days accrued interest in
respect of the period from and including 23
September 2019 to but excluding the issue
date of the Tranche Five Notes (equal to
0.1382 per cent. (0.1382%) of the
Aggregate Nominal Amount 5.

The Issue Prices specified above may be more than
the market value of the Securities as at the Issue Date,
and the price, if any, at which the Dealer or any other
person is willing to purchase the relevant Securities
in secondary market transactions is likely to be lower
than the Issue Price. In particular, where permitted by
applicable law and subject to any additional ex ante
cost disclosure required by such, the Issue Price may
take into account amounts with respect to
commissions relating to the issue and sale of the
Securities as well as amounts relating to the hedging
of the Issuer's obligations under the Securities and
secondary market prices may exclude such amounts

If any commissions or fees relating to the issue and
sale of the Securities have been paid or are payable by
the Dealer to an intermediary, then such intermediary
may be obliged to fully disclose to its clients the
existence, nature and amount of any such
commissions or fees (including, if applicable, by way
of discount) as required in accordance with laws and
regulations applicable to such intermediary, including
any legislation, regulation and/or rule implementing
the Markets in Financial Instruments Directive
(Directive 2014/65/EU, as may be amended or
replaced from time to time), or as otherwise may
apply in any non-EEA jurisdictions

Investors in the Securities intending to invest in
Securities through an intermediary (including by way
of introducing broker) should request details of any
such commission or fee payment from such
intermediary before making any purchase hereof

(i)
Specified Denomination:
EUR 100,000

(ii)
Trading in Units (Notes):
Not Applicable

(iii) Minimum trading size:
The Securities may only be traded in a minimum
initial amount of one Security (corresponding to a
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nominal amount of EUR 100,000) and, thereafter, in
multiples of one Security (corresponding to a nominal
amount of EUR 100,000)
7.
Issue Date:
30 October 2019
8.
Maturity Date:
23 September 2035, unadjusted
PROVISIONS APPLICABLE TO NOTES
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
9.
Interest Commencement Date:
23 September 2019
10.
Fixed Rate Note Provisions:
Applicable

(i)
Rate(s) of Interest:
1.3450 per cent. (1.3450%) per annum payable
annually in arrear (subject as provided in (iii) below)

(ii)
Interest Payment Date(s):
The 23rd day of September in each calendar year from,
and including, 23 September 2020 to, and including,
the Maturity Date

(iii) Fixed Coupon Amount(s):
EUR 1,345 per EUR 100,000 in nominal amount

(iv)
Broken Amount(s):
Not Applicable

(v)
Day Count Fraction (General Condition 30/360
4.1):

(vi)
Interest Determination Date(s):
Not Applicable

(vii) Other terms relating to the method of Not Applicable
calculating interest for Fixed Rate
Notes:
11.
Floating Rate Note Provisions:
Not Applicable
12.
Zero Coupon Note Provisions:
Not Applicable
13.
Variable Linked Interest Provisions:
Not Applicable
14.
Dual Currency Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION OF NOTES
15.
Call Option:
Applicable

(i)
Optional Redemption Date(s):
23 September 2030, unadjusted

(ii)
Optional Redemption Amount(s) and EUR 100,000 per Note of EUR 100,000 Specified
method, if any, of calculation of such Denomination
amount(s):

(iii)
If redeemable in part:
Not Applicable
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(a)
Minimum nominal amount to Not Applicable
be redeemed:

(b)
Maximum nominal amount to Not Applicable
be redeemed:

(iv)
Description of any other Issuer's Not Applicable
option:

(v)
Notice period (if other than as set out The Issuer shall give not less than five Business Days'
in General Condition 5.1):
irrevocable notice (and there shall be no maximum
notice period) to the Holders prior to such Optional
Redemption Date, in each case in accordance with
General Condition 27 (Notices), to redeem all of the
Securities
The notice period in General Condition 5.1
(Redemption at the Option of the Issuer) is amended
accordingly
16.
Put Option:
Not Applicable
17.
Final Redemption Amount:
EUR 100,000 per Note of EUR 100,000 Specified
Denomination
18.
Early Payment Amount:
Early Payment Amount 3 is applicable
19.
Credit Linked Note Provisions:
Not Applicable
20.
Details relating to Instalment Notes:
Not Applicable
21.
Details relating to Partly Paid Notes: Not Applicable
amount of each payment comprising the
Issue Price and date on which each payment
is to be made and consequences (if any) of
failure to pay, including any right of the
Issuer to forfeit the Notes and interest due
on late payment:
PROVISIONS APPLICABLE TO WARRANTS
Paragraphs 22-34 are intentionally deleted
PROVISIONS APPLICABLE TO CERTIFICATES
Paragraphs 35-42 are intentionally deleted
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES
SHARE LINKED PROVISIONS
43.
Share Linked Provisions:
Not Applicable
INDEX LINKED PROVISIONS
44.
Index Linked Provisions:
Not Applicable
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COMMODITY LINKED PROVISIONS
45.
Commodity Linked Provisions:
Not Applicable
FX LINKED PROVISIONS
46.
FX Linked Provisions:
Not Applicable
FUND LINKED PROVISIONS
47.
Fund Linked Provisions:
Not Applicable
MARKET ACCESS PARTICIPATION PROVISIONS
48.
Market Access Participation Provisions:
Not Applicable
LOW EXERCISE PRICE WARRANT PROVISIONS
49.
Low Exercise Price Warrant Provisions:
Not Applicable
ADDITIONAL RATES FALLBACK PROVISIONS
50.
Additional Rates Fallback Provisions
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
51.
New Safekeeping Structure (in respect of Not Applicable
Registered Notes) or New Global Note (in
respect of Bearer Notes):
52.
Form of Securities:
Registered Securities

(i)
Temporary or Permanent Bearer Global Temporary Registered Global Security which is
Security / Registered Global Security:
exchangeable for a Permanent Registered Global
Security, each of which is exchangeable for
Registered Definitive Securities (i) automatically in
the limited circumstances specified in the relevant
Registered Global Security or (ii) in the case of a
Permanent Registered Global Security only, at any
time at the option of the Issuer by giving notice to the
Holders and the Registrar of its intention to effect
such exchange on the terms as set forth in the relevant
Permanent Registered Global Security

(ii)
Are the Notes to be issued in the form No
of obligations under French law?

(iii) Name of French Registration Agent:
Not Applicable

(iv)
Representation of Holders of Notes/ Not Applicable
Masse:

(v)
Regulation S/Rule 144A Securities:
Not Applicable
53.
Record Date:
As set out in the General Conditions
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54.
Additional Financial Centre(s) (General For the avoidance of doubt, TARGET2
Condition 12.2) or other special provisions
relating to payment dates:
55.
Payment
Disruption
Event
(General
Condition 13):

Relevant Currency:
EUR
56.
Extraordinary Hedge Disruption Event Applicable
(General Condition 17):

(i)
Extraordinary Hedge Sanctions Event: Applicable

(ii)
Extraordinary Hedge Bail-in Event:
Applicable

(iii)
Extraordinary
Hedge
Currency Applicable
Disruption Event:
57.
Early Redemption for Tax on Underlying Not Applicable
Hedge Transactions (General Condition
18.4(b)):
58.
Disruption Event (General Condition 19):
Not Applicable
59.
Physical Settlement:
Not Applicable
60.
Calculation Agent:
J.P. Morgan Securities plc
61.
Redenomination, renominalisation and Not Applicable
reconventioning provisions:
62.
Gross Up (General Condition 18):
Applicable as specified in General Condition 18.1

(i)
Exclude Section 871(m) Taxes from Not Applicable
Gross Up (General Condition 18):

(ii)
871(m) Securities:
Section 871(m) and the regulations promulgated
thereunder will not apply to the Securities
63.
Rounding:
General Condition 23 applies
64.
Other terms or special conditions:
Not Applicable
DISTRIBUTION
65.
If non-syndicated, name and address of J.P. Morgan Securities plc of 25 Bank Street, Canary
Dealer:
Wharf, London E14 5JP
66.
Stabilising Manager(s) (if any):
Not Applicable
67.
Total commission and concession:
See paragraph 6
68.
U.S. selling restrictions:
Regulation S
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ERISA Restrictions for all Securities (including
Rule 144A Securities and Securities subject to
Regulation S)

The Securities may not be acquired except subject to
certain restrictions by, on behalf of, or with the assets
of any plans subject to ERISA or Section 4975 of the
U.S. Internal Revenue Code, as amended, subject to
certain restrictions. See "Subscription and Sale
United States" and "Purchaser representations and
requirements and transfer restrictions ERISA
Legends and ERISA Restrictions (a) JPMorgan
Chase Bank, N.A. or JPMorgan Chase & Co. issued
Securities" in the Offering Circular
69.
ECI Holder Restrictions:
Not Applicable
70.
Additional Selling Restrictions:
Not Applicable
71.
Swiss Distribution:
No
72.
Prohibition of Sales to EEA Retail Applicable
Investors:
GENERAL
73.
The aggregate principal amount of Notes U.S.$ 243,606,000
issued has been translated into U.S. dollars at
the rate of EUR 1.00 = U.S.$ 1.1073, producing
a sum of (for Notes not denominated in U.S.
dollars):
PURPOSE OF PRICING SUPPLEMENT
This Pricing Supplement comprises the pricing supplement required for the issue, and listing and admission to
trading on the Luxembourg Stock Exchange's Euro MTF, of the Securities described herein pursuant to the
Structured Products Programme for the issuance of Notes, Warrants and Certificates of JPMorgan Chase
Financial Company LLC, J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A. and JPMorgan
Chase & Co.
GOVERNING LAW AND JURISDICTION
Securities:
State of New York / Courts located in the Borough of
Manhattan in the State of New York

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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain
from the relevant information, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
An investor intending to acquire or acquiring any Securities from an offeror will do so, and offers and sales of
the Securities to an investor by an offeror will be made, in accordance with any terms and other arrangements
in place between such offeror and such investor including as to price, allocations and settlement arrangements.
The Issuer will not be a party to any such arrangements with investors (other than the Dealer(s)), in connection
with the offer or sale of the Securities and, accordingly, this Pricing Supplement will not contain such
information. The investor must look to the offeror at the time of such offer for the provision of such
information. The Issuer has no responsibility to an investor in respect of such information.
Signed on behalf of the Issuer:
By: ________________________
Duly authorised

351518129/Ashurst(AMNG/LHAMMO/PK
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