Bond Barclay PLC 0% ( US06747MQU35 ) in USD

Issuer Barclay PLC
Market price 100 %  ▼ 
Country  United Kingdom
ISIN code  US06747MQU35 ( in USD )
Interest rate 0%
Maturity 31/05/2024 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06747MQU35 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 1 397 000 USD
Cusip 06747MQU3
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Detailed description Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06747MQU35, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2024

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06747MQU35, was rated NR by Moody's credit rating agency.







424B2 1 a19-11068_2424b2.htm 424B2 - 5 LN27 [BARC-AMERICAS.FID1053385]

Pricing Supplement dated May 31, 2019
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated March 30, 2018, the Prospectus Supplement dated July 18, 2016 and the Index Supplement dated July 18, 2016)
Registration No. 333­212571

$ 1 ,3 9 7 ,0 0 0
Buffe re d Supe rT ra c k SM N ot e s due M a y 3 1 , 2 0 2 4
Link e d t o t he Le a st Pe rform ing of t he S& P 5 0 0 ® I nde x
a nd t he Dow J one s I ndust ria l Ave ra ge ®
Globa l M e dium -T e rm N ot e s , Se rie s A

Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.

Issuer:
Barclays Bank PLC
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
Initial Valuation Date:
May 31, 2019
Issue Date:
June 5, 2019
Final Valuation Date:*
May 28, 2024
Maturity Date:*
May 31, 2024
Reference Assets:
The S&P 500® Index (the "S&P 500 Index") and the Dow Jones Industrial Average® (the "DJIA Index"), as set forth in the following table:









Reference Asset
Bloomberg Ticker
Initial Value



S&P 500 Index
SPX <Index>
2,752.06



DJIA Index
INDU <Index>
24,815.04







The S&P 500 Index and the DJIA Index are each referred to herein as a "Reference Asset" and, collectively, as the "Reference Assets."
Buffer Percentage:
30.00%
Upside Leverage Factor:
1.40
Initial Value:
With respect to each Reference Asset, the Closing Value on the Initial Valuation Date, as set forth in the table above
Final Value:
With respect to each Reference Asset, the Closing Value on the Final Valuation Date
Payment at Maturity:
If you hold the Notes to maturity, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note that you hold
determined as follows:
If the Reference Asset Return of the Least Performing Reference Asset is greater than 0.00%, you will receive an amount per
$1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × Reference Asset Return of the Least Performing Reference Asset × Upside Leverage Factor]
If the Reference Asset Return of the Least Performing Reference Asset is less than or equal to 0.00% but greater than or equal to -
30.00%, you will receive a payment of $1,000 per $1,000 principal amount Note
If the Reference Asset Return of the Least Performing Reference Asset is less than -30.00%, you will receive an amount per $1,000
principal amount Note calculated as follows:
$1,000 + [$1,000 × (Reference Asset Return of the Least Performing Reference Asset + Buffer Percentage)]
If the Reference Asset Return of the Least Performing Reference Asset is less -30.00%, you will lose 1.00% of the principal amount of
your Notes for every 1.00% that the Reference Asset Return of such Reference Asset falls below -30.00%. You may lose up to 70.00% of
the principal amount of your Notes at maturity.
Any payment on the Notes, including any repayment of principal, is not guaranteed by any third party and is subject to (a) the
creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS-4 of this pricing
supplement) by the relevant U.K. resolution authority. If Barclays Bank PLC were to default on its payment obligations or become subject
to the exercise of any U.K. Bail-in Power (or any other resolution measure) by the relevant U.K. resolution authority, you might not
receive any amounts owed to you under the Notes. See "Consent to U.K. Bail-in Power" and "Selected Risk Considerations" in this
pricing supplement and "Risk Factors" in the accompanying prospectus supplement for more information.
Consent to U.K. Bail-in
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring
Power:
the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by
the relevant U.K. resolution authority. See "Consent to U.K. Bail-in Power" on page PS­2 of this pricing supplement.

[Terms of the Notes Continue on the Next Page]






Initial Issue Price(1)(2)
Price to Public
Agent's Commission(3)
Proceeds to Barclays Bank PLC




Per Note
$1,000
100%
1.125%
98.875%




Total
$1,397,000.00
$1,397,000.00
$12,251.25
$1,384,748.75

(1) Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all selling concessions, fees or commissions, the public
offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $988.75 and $1,000 per Note. Investors that hold their Notes
in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets held in those
accounts, including the Notes.

(2) Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $968.50 per Note. The estimated value is less than the initial
issue price of the Notes. See "Additional Information Regarding Our Estimated Value of the Notes" on page PS­3 of this pricing supplement.

(3) Barclays Capital Inc. will receive commissions from the Issuer of up to 1.125% of the principal amount of the Notes, or up to $11.25 per $1,000 principal amount.
Barclays Capital Inc. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The per Note
agent's commission and proceeds to Issuer shown above is the minimum amount of proceeds that the Issuer receives per Note, assuming the maximum agent's
commission per Note of 1.125%. The total agent's commission and total proceeds to issuer shown above give effect to the actual amount of the variable agent's
commission.

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Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S­7 of the prospectus supplement and "Selected Risk Considerations"
beginning on page PS­8 of this pricing supplement.

We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in
market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement
is being used in a market resale transaction.

The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any
state securities commission has approved or disapproved of these Notes or determined that this pricing supplement is truthful or complete. Any representation to
the contrary is a criminal offense.

The Notes constitute our unsecured and unsubordinated obligations. The Notes are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K.
Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of
the United States, the United Kingdom or any other jurisdiction.


Terms of the Notes, Continued

Least Performing Reference The Reference Asset with the lowest Reference Asset Return, as calculated in the manner set forth below
Asset:
Reference Asset Return:
With respect to each Reference Asset, an amount calculated as follows:
Final Value ­ Initial Value
Initial Value
Closing Value:
The term "Closing Value" means the closing level of the applicable Reference Asset, as further described under "Reference Assets--Indices
--Special Calculation Provisions" in the prospectus supplement, rounded to two decimal places (if applicable).
Calculation Agent:
Barclays Bank PLC
CUSIP / ISIN:
06747MQU3 / US06747MQU35

* Subject to postponement, as described under "Additional Terms of the Notes" in this pricing supplement



ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES

You should read this pricing supplement together with the prospectus dated March 30, 2018, as supplemented by the prospectus supplement dated
July 18, 2016 and the index supplement dated July 18, 2016, relating to our Global Medium-Term Notes, Series A, of which these Notes are a part.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all 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 under "Risk Factors" in the prospectus supplement and "Selected Risk Considerations" in this pricing supplement, as the Notes involve
risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before
you invest in the Notes.

When you read the prospectus supplement and the index supplement, note that all references to the prospectus dated July 18, 2016, or to any
sections therein, should refer instead to the accompanying prospectus dated March 30, 2018, or to the corresponding sections of that prospectus.

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):

·
Prospectus dated March 30, 2018:

https://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.htm

·
Prospectus Supplement dated July 18, 2016:

https://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

·
Index Supplement dated July 18, 2016:

https://www.sec.gov/Archives/edgar/data/312070/000110465916133002/a16-14463_22424b3.htm

Our SEC file number is 1­10257. As used in this pricing supplement, "we," "us," or "our" refers to Barclays Bank PLC.

PS-1

CONSENT TO U.K. BAIL-IN POWER

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Notwithstanding any other agreements, arrangements or understandings between us and any holder of the Notes, by acquiring the Notes, each
holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K.
resolution authority.

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in
which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or
investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the "FSMA") threshold conditions for
authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company
that is a European Economic Area ("EEA") or third country institution or investment firm, that the relevant EEA or third country relevant authority
is satisfied that the resolution conditions are met in respect of that entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction
or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a
portion, of the principal amount of, interest on, or any other amounts payable on, the Notes into shares or other securities or other obligations of
Barclays Bank PLC or another person (and the issue to, or conferral on, the holder of the Notes such shares, securities or obligations); and/or
(iii) the amendment or alteration of the maturity of the Notes, or amendment of the amount of interest or any other amounts due on the Notes, or the
dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power
may be exercised by means of a variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. resolution authority of
such U.K. Bail-in Power. Each holder of the Notes further acknowledges and agrees that the rights of the holders of the Notes are subject to, and
will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the
avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders of the Notes may have at law if and to the extent that
any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.

For more information, please see "Selected Risk Considerations--You May Lose Some or All of Your Investment If Any U.K. Bail-in
Power Is Exercised by the Relevant U.K. Resolution Authority" in this pricing supplement as well as "U.K. Bail-in Power," "Risk
Factors--Risks Relating to the Securities Generally--Regulatory action in the event a bank or investment firm in the Group is failing or
likely to fail could materially adversely affect the value of the securities" and "Risk Factors--Risks Relating to the Securities
Generally--Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K.
resolution authority" in the accompanying prospectus supplement.

PS-2

ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES

Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not
materialize, typically including volatility, interest rates, and our internal funding rates. Our internal funding rates (which are our internally
published borrowing rates based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations coming to
maturity) may vary from the levels at which our benchmark debt securities trade in the secondary market. Our estimated value on the Initial
Valuation Date is based on our internal funding rates. Our estimated value of the Notes may be lower if such valuation were based on the levels at
which our benchmark debt securities trade in the secondary market.

Our estimated value of the Notes on the Initial Valuation Date is less than the initial issue price of the Notes. The difference between the initial
issue price of the Notes and our estimated value of the Notes results from several factors, including any sales commissions to be paid to Barclays
Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated
intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which
we may incur in hedging our obligations under the Notes, and estimated development and other costs which we may incur in connection with the
Notes.

Our estimated value on the Initial Valuation Date is not a prediction of the price at which the Notes may trade in the secondary market, nor will it
be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject to normal market and funding conditions,
Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.

Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell
the Notes in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer
account statements at all, may exceed our estimated value on the Initial Valuation Date for a temporary period expected to be approximately six
months after the Issue Date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging
our obligations under the Notes and other costs in connection with the Notes which we will no longer expect to incur over the term of the Notes.
We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include
the tenor of the Notes and/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we
effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such
reimbursement at any time or revise the duration of the reimbursement period after the initial Issue Date of the Notes based on changes in market
conditions and other factors that cannot be predicted.

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We urge you to read the "Selected Risk Considerations" beginning on page PS­8 of this pricing supplement.

PS-3

SELECTED PURCHASE CONSIDERATIONS

The Notes are not suitable for all investors. The Notes may be a suitable investment for you if all of the following statements are true:

·
You do not seek an investment that produces periodic interest or coupon payments or other sources of current income, and you are willing

to forgo any dividends paid on the Reference Assets or the component securities held by the Reference Assets.

·
You can tolerate a loss of some of your principal amount, and you are willing and able to make an investment that may have the downside

market risk of an investment in the Least Performing Reference Asset.

·
You are willing and able to accept the individual market risk of each Reference Asset and understand that any decline in the value of one

Reference Asset will not be offset or mitigated by a lesser decline or any potential increase in the value of any other Reference Asset.

·
You anticipate that the Reference Asset Return of each Reference Asset will be greater than 0.00%.


·
You understand and accept the risk that the payment at maturity will be based solely on the Reference Asset Return of the Least

Performing Reference Asset.

·
You understand and are willing and able to accept the risks associated with an investment linked to the performance of the Reference

Assets.

·
You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the securities

composing the Reference Assets, nor will you have any voting rights with respect to the securities composing the Reference Assets.

·
You can tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Assets.

·
You do not seek an investment for which there will be an active secondary market, and you are willing and able to hold the Notes to

maturity.

·
You are willing and able to assume our credit risk for all payments on the Notes.


·
You are willing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.


The Notes may not be a suitable investment for you if any of the following statements are true:

·
You seek an investment that produces periodic interest or coupon payments or other sources of current income, and/or you would prefer

to receive any dividends paid on the Reference Assets or the component securities held by the Reference Assets.

·
You seek an investment that provides for the full repayment of principal at maturity, and/or you are unwilling or unable to accept the risk

that you may lose up to 70.00% of the principal amount of your Notes in the event that the Final Value of the Least Performing Reference
Asset falls below its Barrier Value.

·
You anticipate that the Reference Asset Return of any Reference Asset will be less than 0.00%.


·
You are unwilling or unable to accept the risk that the negative performance of any one Reference Asset may cause you to earn no

positive return or to suffer a loss of principal at maturity, regardless of the performance of the other Reference Asset.

·
You are unwilling or unable to accept the individual market risk of each Reference Asset and/or do not understand that any decline in the

value of one Reference Asset will not be offset or mitigated by a lesser decline or any potential increase in the value of any other
Reference Asset.

·
You cannot tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Assets.

·
You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance of the

Reference Assets.

·
You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the securities composing the

Reference Assets.

·
You seek an investment for which there will be an active secondary market, and/or you are unwilling or unable to hold the Notes to

maturity.

·
You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and

credit ratings.

·
You are unwilling or unable to assume our credit risk for all payments on the Notes.


·
You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.


You must rely on your own evaluation of the merits of an investment in the Notes. You should reach a decision whether to invest in the Notes
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after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the specific information set out
in this pricing supplement, the prospectus supplement, the prospectus and the index supplement. Neither the Issuer nor Barclays Capital Inc. makes
any recommendation as to the suitability of the Notes for investment.

PS-4

ADDITIONAL TERMS OF THE NOTES

The Final Valuation Date and the Maturity Date are subject to postponement in certain circumstances, as described under "Reference Assets--
Indices--Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset," "Reference Assets--Least or Best
Performing Reference Asset--Scheduled Trading Days and Market Disruption Events for Securities Linked to the Reference Asset with the
Lowest or Highest Return in a Group of Two or More Equity Securities, Exchange-Traded Funds and/or Indices of Equity Securities" and "Terms
of the Notes--Payment Dates" in the accompanying prospectus supplement.

In addition, the Reference Assets and the Notes are subject to adjustment by the Calculation Agent under certain circumstances, as described under
"Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the accompanying prospectus
supplement.

PS-5

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY

The following table illustrates the hypothetical payment at maturity under various circumstances. The "total return" as used in these examples is
the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount Note to $1,000. The
hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the
Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The hypothetical examples below do
not take into account any tax consequences from investing in the Notes and make the following key assumption:


Hypothetical Initial Value of each Reference Asset: 100.00 *


*
The hypothetical Initial Value of 100.00 for each Reference Asset and the hypothetical Upside Leverage Factor of 1.40 have been chosen for

illustrative purposes only. The actual Initial Value for each Reference Asset is as set forth on the cover of this pricing supplement.

Final Value

Reference Asset Return

Reference Asset Return
S&P 500
S&P 500
Payment at
Total Return on
DJIA Index

DJIA Index

of the Least Performing
Index
Index
Maturity**
Notes
Reference Asset
150.00
190.00

50.00%
90.00%

50.00%
$1,700.00
70.00%
145.00
140.00

45.00%
40.00%

40.00%
$1,560.00
56.00%
130.00
150.00

30.00%
50.00%

30.00%
$1,420.00
42.00%
125.00
120.00

25.00%
20.00%

20.00%
$1,280.00
28.00%
140.00
110.00

40.00%
10.00%

10.00%
$1,140.00
14.00%
115.00
105.00

15.00%
5.00%

5.00%
$1,070.00
7.00%
110.00
100.00

10.00%
0.00%

0.00%
$1,000.00
0.00%
90.00
102.50

-10.00%
2.50%

-10.00%
$1,000.00
0.00%
80.00
120.00

-20.00%
20.00%

-20.00%
$1,000.00
0.00%
95.00
70.00

-5.00%
-30.00%

-30.00%
$1,000.00
0.00%
105.00
60.00

5.00%
-40.00%

-40.00%
$900.00
-10.00%
50.00
120.00

-50.00%
20.00%

-50.00%
$800.00
-20.00%
40.00
135.00

-60.00%
35.00%

-60.00%
$700.00
-30.00%
40.00
30.00

-60.00%
-70.00%

-70.00%
$600.00
-40.00%
40.00
20.00

-60.00%
-80.00%

-80.00%
$500.00
-50.00%
10.00
95.00

-90.00%
-5.00%

-90.00%
$400.00
-60.00%
102.00
0.00

2.00%
-100.00%

-100.00%
$300.00
-70.00%

** per $1,000 principal amount Note


The following examples illustrate how the payments at maturity set forth in the table above are calculated:

Example 1: The Final Value of the S&P 500 Index is 140.00 and the Final Value of the DJIA Index is 110.00.

Because the DJIA Index has the lowest Reference Asset Return, the DJIA Index is the Least Performing Reference Asset. Because the Reference
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Asset Return of the Least Performing Reference Asset is greater than 0.00%, you will receive a payment at maturity of $1,140.00 per $1,000
principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × Reference Asset Return of the Least Performing Reference Asset × Upside Leverage Factor]
$1,000 + [$1,000 × 10.00% × 1.40] = $1,140.00

The total return on investment of the Notes is 14.00%.

Example 2: The Final Value of the S&P 500 Index is 90.00 and the Final Value of the DJIA Index is 102.50.

Because the S&P 500 Index has the lowest Reference Asset Return, the S&P 500 Index is the Least Performing Reference Asset. Because the
Reference Asset Return of the Least Performing Reference Asset is less than or equal to 0.00% but greater than or equal to -30.00%, you will
receive a payment at maturity of $1,000.00 per $1,000 principal amount Note that you hold.

The total return on investment of the Notes is 0.00%.

Example 3: The Final Value of the S&P 500 Index is 40.00 and the Final Value of the DJIA Index is 135.00.

Because the S&P 500 Index has the lowest Reference Asset Return, the S&P 500 Index is the Least Performing Reference Asset. Because the
Reference Asset Return of the Least Performing Reference Asset is less than -30.00%, you will receive a payment at maturity of $700.00 per
$1,000 principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × (Reference Asset Return of the Least Performing Reference Asset + Buffer Percentage)]
$1,000 + [$1,000 × (-60.00% + 30.00%)] = $700.00

The total return on investment of the Notes is -30.00%.

PS-6

Example 4: The Final Value of the S&P 500 Index is 40.00 and the Final Value of the DJIA Index is 30.00.

Because the DJIA Index has the lowest Reference Asset Return, the DJIA Index is the Least Performing Reference Asset. Because the Reference
Asset Return of the Least Performing Reference Asset is less than -30.00%, you will receive a payment at maturity of $600.00 per $1,000 principal
amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × (Reference Asset Return of the Least Performing Reference Asset + Buffer Percentage)]
$1,000 + [$1,000 × (-70.00% + 30.00%)] = $600.00

The total return on investment of the Notes is -40.00%.

Each example above demonstrates that the payment at maturity on your Notes will be calculated solely based on the Reference Asset Return of the
Least Performing Reference Asset.

Examples 3 and 4 demonstrate that, if the Reference Asset Return of the Least Performing Reference Asset is less than -30.00%, you will lose
1.00% of the principal amount of your Notes for every 1.00% that the Reference Asset Return of such Reference Asset falls below -30.00%. You
will not benefit in the any way from the Reference Asset Return of any other Reference Asset being higher than the Reference Asset Return of the
Least Performing Reference Asset.

You may lose up to 70.00% of the principal amount of your Notes. Any payment on the Notes is subject to the credit risk of Barclays Bank
PLC.

PS-7

SELECTED RISK CONSIDERATIONS

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference Assets or the
components of its underlying index. These risks are explained in more detail in the "Risk Factors" section of the prospectus supplement, including
the risk factors discussed under the following headings of the prospectus supplement:

·
"Risk Factors--Risks Relating to the Securities Generally"; and


·
"Risk Factors--Additional Risks Relating to Securities with Reference Assets That Are Equity Securities, Indices of Equity Securities or

Exchange-Traded Funds that Hold Equity Securities."

In addition to the risks described above, you should consider the following:

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·
Your Investment in the Notes May Result in a Significant Loss--The Notes differ from ordinary debt securities in that the Issuer will not

necessarily repay the full principal amount of the Notes at maturity. If the Reference Asset Return of the Least Performing Reference Asset is
less -30.00%, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Reference Asset Return of such Reference
Asset falls below -30.00%. You may lose up to 70.00% of the principal amount of your Notes.

·
You are Exposed to the Market Risk of Each Reference Asset--Your return on the Notes is not linked to a basket consisting of the

Reference Assets. Rather, it will be contingent upon the independent performance of each Reference Asset. Unlike an instrument with a return
linked to a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you will be exposed
to the risks related to each Reference Asset. Poor performance by any Reference Asset over the term of the Notes may negatively affect your
return and will not be offset or mitigated by any increases or lesser declines in the value of the other Reference Asset. To receive a positive
return on your Notes at maturity, the Final Value of each Reference Asset must be greater than 0.00%. If Reference Asset Return of any
Reference Asset is less than -30.00%, you will be exposed to the full decline in the Lesser Performing Reference Asset below the Buffer
Percentage. Accordingly, your investment is subject to the market risk of each Reference Asset.

·
The Payment at Maturity of the Notes is Based Solely on the Closing Value of the Least Performing Reference Asset on the Final

Valuation Date--The Final Values (and resulting Reference Asset Returns) will be based solely on the Closing Values of the Reference
Assets on the Final Valuation Date. Accordingly, if the value of the Least Performing Reference Asset drops on the Final Valuation Date, the
payment at maturity on the Notes may be significantly less than it would have been had it been linked to the value of the Reference Asset at
any time prior to such drop. Any payment on the Notes is subject to the credit risk of Barclays Bank PLC.

·
Credit of Issuer--The Notes are unsecured and unsubordinated debt obligations of the Issuer, Barclays Bank PLC, and are not, either directly

or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any repayment of principal, is subject to the
ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by any third party. As a result, the actual and
perceived creditworthiness of Barclays Bank PLC may affect the market value of the Notes, and in the event Barclays Bank PLC were to
default on its obligations, you may not receive any amounts owed to you under the terms of the Notes.

·
You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority--

Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring
the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by
the relevant U.K. resolution authority as set forth under "Consent to U.K. Bail-in Power" in this pricing supplement. Accordingly, any U.K.
Bail-in Power may be exercised in such a manner as to result in you and other holders of the Notes losing all or a part of the value of your
investment in the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes and which may
have significantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may
exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders of the Notes. The exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or an Event of Default (as each
term is defined in the indenture) and the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in
accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes. See "Consent to
U.K. Bail-in Power" in this pricing supplement as well as "U.K. Bail-in Power," "Risk Factors--Risks Relating to the Securities Generally--
Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail could materially adversely affect the value of
the securities" and "Risk Factors--Risks Relating to the Securities Generally--Under the terms of the securities, you have agreed to be bound
by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority" in the accompanying prospectus supplement.

·
Owning the Notes is Not the Same as Owning the Securities Composing the Reference Assets--The return on the Notes may not reflect

the return you would realize if you actually owned the securities composing the Reference Assets. As a holder of the Notes, you will not have
voting rights or rights to receive dividends or other distributions or other rights that holders of the securities underlying the Reference Assets
would have.

·
The Reference Asset Reflects the Price Return of the Securities Composing the Reference Assets, Not the Total Return--The return on

the Notes is based on the performance of the Reference Assets, which reflect changes in the market prices of the securities composing the
Reference Assets. The Reference Assets are not "total return" indices that, in addition to reflecting those

PS-8

price returns, would also reflect dividends paid on the securities composing the applicable Reference Asset. Accordingly, the return on the
Notes will not include such a total return feature.

·
Historical Performance of the Reference Assets Should Not Be Taken as Any Indication of the Future Performance of the Reference

Assets Over the Term of the Notes--The value of each Reference Asset has fluctuated in the past and may, in the future, experience
significant fluctuations. The historical performance of a Reference Asset is not an indication of the future performance of that Reference Asset
over the term of the Notes. The historical correlation between the Reference Assets is not an indication of the future correlation between them
over the term of the Notes. Therefore, the performance of the Reference Assets individually or in comparison to each other over the term of the
Notes may bear no relation or resemblance to the historical performance of either Reference Asset.

·
The Estimated Value of Your Notes is Lower Than the Initial Issue Price of Your Notes--The estimated value of your Notes on the

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Initial Valuation Date is lower than the initial issue price of your Notes. The difference between the initial issue price of your Notes and the
estimated value of the Notes is a result of certain factors, such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate
of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that
we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which we may incur in hedging our
obligations under the Notes, and estimated development and other costs which we may incur in connection with the Notes.

·
The Estimated Value of Your Notes Might be Lower if Such Estimated Value Were Based on the Levels at Which Our Debt Securities

Trade in the Secondary Market--The estimated value of your Notes on the Initial Valuation Date is based on a number of variables,
including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities trade in the
secondary market. As a result of this difference, the estimated value referenced above might be lower if such estimated value was based on the
levels at which our benchmark debt securities trade in the secondary market.

·
The Estimated Value of the Notes is Based on Our Internal Pricing Models, Which May Prove to be Inaccurate and May be Different

from the Pricing Models of Other Financial Institutions--The estimated value of your Notes on the Initial Valuation Date is based on our
internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may or
may not materialize. These variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models may
be different from other financial institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be
consistent with those of other financial institutions which may be purchasers or sellers of Notes in the secondary market. As a result, the
secondary market price of your Notes may be materially different from the estimated value of the Notes determined by reference to our
internal pricing models.

·
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, if

any, and Such Secondary Market Prices, If Any, Will Likely be Lower Than the Initial Issue Price of Your Notes and May be Lower
Than the Estimated Value of Your Notes--The estimated value of the Notes will not be a prediction of the prices at which Barclays Capital
Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions (if they are
willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Notes in the secondary market at any
time will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized
trades, and may be substantially less than our estimated value of the Notes. Further, as secondary market prices of your Notes take into
account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs related to the
Notes such as fees, commissions, discounts, and the costs of hedging our obligations under the Notes, secondary market prices of your Notes
will likely be lower than the initial issue price of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or
third parties may be willing to purchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you
paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.

·
The Temporary Price at Which We May Initially Buy The Notes in the Secondary Market And the Value We May Initially Use for

Customer Account Statements, If We Provide Any Customer Account Statements At All, May Not Be Indicative of Future Prices of
Your Notes--Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may
initially buy or sell the Notes in the secondary market (if Barclays Capital Inc. makes a market in the Notes, which it is not obligated to do)
and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our
estimated value of the Notes on the Initial Valuation Date, as well as the secondary market value of the Notes, for a temporary period after the
initial Issue Date of the Notes. The price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market and the
value that we may initially use for customer account statements may not be indicative of future prices of your Notes.

·
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect the Notes in Various

Ways and Create Conflicts of Interest--We and our affiliates play a variety of roles in connection with the issuance of the Notes, as
described below. In performing these roles, our and our affiliates' economic interests are potentially adverse to your interests as an investor in
the Notes.

In connection with our normal business activities and in connection with hedging our obligations under the Notes, we and our affiliates make
markets in and trade various financial instruments or products for our accounts and for the account of our clients and otherwise provide
investment banking and other financial services with respect to these financial instruments and products. These financial instruments and
products may include securities, derivative instruments or assets that may relate to the Reference Assets or the components of their underlying
indices. In any such market making, trading and hedging activity, and other financial

PS-9

services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to, the investment objectives of the
holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the Notes into account in
conducting these activities. Such market making, trading and hedging activity, investment banking and other financial services may negatively
impact the value of the Notes.

In addition, the role played by Barclays Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of
Barclays Bank PLC, as issuer of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial
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benefit from the distribution of the Notes and such compensation or financial benefit may serve as incentive to sell the Notes instead of other
investments. Furthermore, we and our affiliates establish the offering price of the Notes for initial sale to the public, and the offering price is
not based upon any independent verification or valuation.

In addition to the activities described above, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will determine
any values of the Reference Assets and make any other determinations necessary to calculate any payments on the Notes. In making these
determinations, we may be required to make discretionary judgments, including determining whether a market disruption event has occurred
on any date that the value of a Reference Asset is to be determined; if a Reference Asset is discontinued or if the sponsor of a Reference Asset
fails to publish that Reference Asset, selecting a successor reference asset or, if no successor reference asset is available, determining any
value necessary to calculate any payments on the Notes; and calculating the value of a Reference Asset on any date of determination in the
event of certain changes in or modifications to a Reference Asset. In making these discretionary judgments, our economic interests are
potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely affect any payments on the
Notes.

·
Lack of Liquidity--The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC

intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any
time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market
for the Notes. 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 Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy 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.

·
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 Internal Revenue Service (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 forward contracts, as described below under "Tax Considerations." If the IRS were successful in asserting an
alternative treatment for the Notes, the tax consequences of the ownership and disposition of the Notes could be materially and adversely
affected. In addition, in 2007 the 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 sections of the accompanying prospectus supplement entitled "Material U.S. Federal Income
Tax Consequences--Tax Consequences to U.S. Holders--Notes Treated as Prepaid Forward or Derivative Contracts" and, if you are a non-
U.S. holder, "--Tax Consequences to Non-U.S. Holders," and consult your tax advisor regarding the U.S. federal tax consequences of an
investment in the Notes (including possible alternative treatments 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.

·
Many Economic and Market Factors Will Impact the Value of the Notes--The value of the Notes will be affected by a number of

economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each other, including:

o
the market prices of, dividend rate on and expected volatility of the Reference Assets and the components of the Reference Assets,

including their underlying indices;

o
correlation (or lack of correlation) of the Reference Assets;


o
the time to maturity of the Notes;


o
interest and yield rates in the market generally;


o
a variety of economic, financial, political, regulatory or judicial events;


o
supply and demand for the Notes; and


o
our creditworthiness, including actual or anticipated downgrades in our credit ratings.


PS-10

INFORMATION REGARDING THE REFERENCE ASSETS

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 more
information about the S&P 500 Index, please see "Indices--The S&P U.S. Indices" in the accompanying index supplement as supplemented by the
following updated information.

Beginning in June 2016 (or July 2017, in the case of IEX), U.S. common equities listed on Cboe BZX, Cboe BYX, Cboe EDGA, Cboe EDGX or
IEX were added to the universe of securities that are eligible for inclusion in the S&P 500 Index and, effective March 10, 2017, the minimum
unadjusted company market capitalization for potential additions to the S&P 500 Index was increased to $6.1 billion from $5.3 billion. In addition,
as of July 31, 2017, the securities of companies with multiple share class structures are no longer eligible to be added to the S&P 500 Index, but
securities already included in the S&P 500 Index have been grandfathered and are not affected by this change.

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Historical Performance of the S&P 500 Index

The graph below sets forth the historical performance of the S&P 500 Index based on the daily Closing Values from January 2, 2014 through
May 31, 2019. We obtained the Closing Values shown in the graph below from Bloomberg Professional® service ("Bloomberg"). We have not
independently verified the accuracy or completeness of the information obtained from Bloomberg.

Historical Performance of the S&P 500® Index

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

PS-11

Dow Jones Industrial Average®

The DJIA Index is a price-weighted index that seeks to measure the performance of 30 U.S. blue-chip companies. The DJIA Index covers all
industries with the exception of transportation and utilities. For more information about the DJIA Index, please see "Indices--The Dow Jones
Industrial Average®" in the accompanying index supplement.

Historical Performance of the DJIA Index

The graph below sets forth the historical performance of the DJIA Index based on the daily Closing Values from January 2, 2014 through May 31,
2019. We obtained the Closing Values shown in the graph below from Bloomberg. We have not independently verified the accuracy or
completeness of the information obtained from Bloomberg.

Historical Performance of the Dow Jones Industrial Average®
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