Bond Jeffries & Co. 6% ( US47233JBV98 ) in USD

Jeffries & Co.

94.9 % ▼

United States

US47233JBV98 ( in USD )

6% per year ( payment 2 times a year)

30/04/2034

Prospectus brochure of the bond Jefferies Group US47233JBV98 en USD 6%, maturity 30/04/2034

1 000 USD

12 121 000 USD

47233JBV9

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

30/10/2025 ( In 50 days )

Jefferies Group is a global investment banking firm providing a range of financial services including equity and debt capital markets, mergers and acquisitions advisory, and sales and trading.

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JBV98, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2034

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JBV98, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JBV98, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d600168d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-229494 and 333-229494-01
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price
Registration Fee (1)
Senior Fixed to Floating Rate Notes due April 30, 2034 Based on 3-Month USD LIBOR

$12,121,000

$1,469.07

(1)
Calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PRI CI N G SU PPLEM EN T
(to Prospectus dated February 1, 2019)
$ 1 2 ,1 2 1 ,0 0 0

J e ffe rie s Group LLC
Senior Fixed to Floating Rate Notes due April 30, 2034
Based on 3-Month USD LIBOR

As further described below, interest will accrue and be payable quarterly, in arrears, (i) from the Original Issue Date to, but excluding, April 30, 2023 at a rate of 6.00% per annum and (ii) from
and including April 30, 2023 to, but excluding, the stated maturity date (April 30, 2034), at a variable rate per annum equal to 3 -Month USD LIBOR plus the Floating Interest Rate Spread,
subject to the Minimum Interest Rate of 0.00% per annum.
SU M M ARY OF T ERM S

I ssue rs:
Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly owned subsidiary.

T it le of t he N ot e s:
Senior Fixed to Floating Rate Notes due April 30, 2034 Based on 3 -Month USD LIBOR

Aggre ga t e Princ ipa l Am ount :
$12,121,000. We may increase the Aggregate Principal Amount prior to the Original Issue Date but are not required to do so.

I ssue Pric e :
At variable prices. The Notes were offered at a price equal to 100% of the Stated Principal Amount per Note until the initial pricing date,
which was April 25, 2019. Thereafter, the Notes will be offered from time to time in one or more negotiated transactions at varying prices to
be determined at the time of each sale, which may be at market prices prevailing, at prices related to such prevailing prices or at
negotiated prices, subject to a maximum price of 100% of the Stated Principal Amount per Note.

St a t e d Princ ipa l Am ount
$1,000 per note

Pric ing Da t e :
April 25, 2019

Origina l I ssue Da t e :
April 30, 2019 (3 Business Days after the Pricing Date)

M a t urit y Da t e :
April 30, 2034

I nt e re st Ac c rua l Da t e :
April 30, 2019

Pa ym e nt a t M a t urit y
The Payment at Maturity per Note will be the Stated Principal Amount plus accrued and unpaid interest, if any.

Re fe re nc e Ra t e
3 -Month USD LIBOR. Please see "The Notes" below.

I nt e re st Ra t e
From and including the Original Issue Date to, but excluding, April 30, 2023: 6.00% per annum.
From and including April 30, 2023 to, but excluding, April 30, 2034 (the "Floating Interest Rate Period"): a variable rate per annum equal to
the Reference Rate plus the Floating Interest Rate Spread, subject to the Minimum Interest Rate.
For the purposes of determining the level of the Reference Rate applicable to an Interest Payment Period, the level of the Reference Rate
will be determined two (2) London Banking Days prior to the related Interest Reset Date at the start of such Interest Payment Period (each,
an "Interest Determination Date").
Interest for each Interest Payment Period during the Floating Interest Rate Period is subject to the Minimum Interest Rate of 0.00% per
annum. Beginning April 30, 2023, it is possible that you could receive little or no interest on the Notes.

Floa t ing I nt e re st Ra t e Spre a d
Plus 2.00%

I nt e re st De t e rm ina t ion Da t e
Two (2) London Banking Days prior to the related Interest Reset Date at the start of the applicable Interest Payment Period

Floa t ing I nt e re st Ra t e Pe riod
From and including April 30, 2023 to, but excluding, the Maturity Date.

I nt e re st Pa ym e nt Pe riod:
Quarterly (from and including the last calendar day of each January, April, July and October to, but excluding, the last calendar day of the
month occurring three months following such month, beginning April 30, 2019)

I nt e re st Pa ym e nt Da t e s
Each January 31, April 30, July 31 and October 31, beginning July 31, 2019; provided that if any such day is not a Business Day, that
interest payment will be made on the next succeeding Business Day and no adjustment will be made to any interest payment made on that
succeeding Business Day.

I nt e re st Pa ym e nt Pe riod End Da t e s
Unadjusted

I nt e re st Re se t Da t e s
Each January 31, April 30, July 31 and October 31, beginning April 30, 2023; provided that such Interest Reset Dates shall not be adjusted
for non -Business Days.

https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
M inim um I nt e re st Ra t e
0.00% per annum during the Floating Interest Rate Period.

Da y -c ount Conve nt ion:
30/360 (ISDA). Please see "The Notes" below.

Re de m pt ion:
Not applicable

Spe c ifie d Curre nc y:
U.S. dollars

CU SI P/I SI N :
47233JBV9 / US47233JBV98

Book -e nt ry or Ce rt ific a t e d N ot e :
Book-entry

Busine ss Da y:
New York

Age nt :
Jefferies LLC, a wholly -owned subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group Capital Finance Inc. See "Supplemental
Plan of Distribution."

Ca lc ula t ion Age nt :
Jefferies Financial Services Inc., a wholly owned subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group Capital Finance Inc.

T rust e e :
The Bank of New York Mellon

U se of Proc e e ds:
General corporate purposes

List ing:
None

Conflic t of I nt e re st :
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC, is a member of FINRA and will participate in the distribution of the notes
being offered hereby. Accordingly, the offering is subject to the provisions of FINRA Rule 5121 relating to conflicts of interest and will be
conducted in accordance with the requirements of Rule 5121. See "Conflict of Interest."
The Notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness.
I nve st ing in t he N ot e s involve s risk s t ha t a re de sc ribe d in t he "Risk Fa c t ors " se c t ion be ginning on pa ge PS-4 of t his pric ing supple m e nt .

PER N OT E

T OT AL

Public Offering Price

At variable prices
At variable prices
Underwriting Discounts and Commissions

$
20.00
$
242,420
Proceeds to Jefferies Group LLC (Before Expenses)

$
980.00
$
11,878,580
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us or e it he r prospe c t us supple m e nt is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We will deliver the Notes in book-entry form only through The Depository Trust Company on or about April 30, 2019 against payment in immediately available funds.
J e ffe rie s
Pricing supplement dated April 25, 2019.
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us a nd prospe c t us supple m e nt ,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low , be fore you de c ide t o inve st .

Prospectus supplement dated February 1, 2019

Prospectus dated February 1, 2019
Table of Contents
T ABLE OF CON T EN T S

PAGE
PRI CI N G SU PPLEM EN T

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
PS-ii
THE NOTES
PS-1
HOW THE NOTES WORK
PS-3
RISK FACTORS
PS-4
HEDGING
PS-6
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PS-7
SUPPLEMENTAL PLAN OF DISTRIBUTION
PS-8
CONFLICT OF INTEREST
PS-10
LEGAL MATTERS
PS-11
EXPERTS
PS-12

Y ou should re ly only on t he inform a t ion c ont a ine d in or inc orpora t e d by re fe re nc e in t his pric ing supple m e nt a nd
t he a c c om pa nying prospe c t us a nd prospe c t us supple m e nt . We ha ve not a ut horize d a nyone t o provide you w it h
https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
diffe re nt inform a t ion. We a re not m a k ing a n offe r of t he se se c urit ie s in a ny st a t e w he re t he offe r is not
pe rm it t e d. Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d in t his pric ing supple m e nt or t he
a c c om pa nying prospe c t us or prospe c t us supple m e nt is a c c ura t e a s of a ny da t e la t e r t ha n t he da t e on t he front
of t his pric ing supple m e nt .

PS-i
Table of Contents
SPECI AL N OT E ON FORWARD-LOOK I N G ST AT EM EN T S
This pricing supplement and the accompanying prospectus and prospectus supplement contain or incorporate by reference "forward-
looking statements" within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Securities Act")
and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not statements of historical fact and
represent only our belief as of the date such statements are made. There are a variety of factors, many of which are beyond our control,
which affect our operations, performance, business strategy and results and could cause actual reported results and performance to differ
materially from the performance and expectations expressed in these forward-looking statements. These factors include, but are not
limited to, financial market volatility, actions and initiatives by current and future competitors, general economic conditions, controls and
procedures relating to the close of the quarter, the effects of current, pending and future legislation or rulemaking by regulatory or self-
regulatory bodies, regulatory actions, and the other risks and uncertainties that are outlined in our Annual Report on Form 10-K for the
fiscal year ended November 30, 2018 filed with the U.S. Securities and Exchange Commission, or the SEC, on January 29, 2019 (the
"Annual Report on Form 10-K") and in our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2019 filed with
the SEC on April 9, 2019. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date
they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise
after the date of the forward-looking statements.

PS-ii
Table of Contents
T H E N OT ES
The Notes are joint and several obligations of Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly-owned subsidiary.
The Aggregate Principal Amount of the Notes is $12,121,000. The Notes will mature on April 30, 2034. From and including the Original
Issue Date to, but excluding, April 30, 2023, the Notes will bear interest at the fixed rate of 6.00% per annum. From and including April
30, 2023 to, but excluding, the Maturity Date (the "Floating Interest Rate Period"), the Notes will bear interest at a per annum floating rate
equal to the Reference Rate plus the Floating Interest Rate Spread, subject to the Minimum Interest Rate of 0.00% per annum. During
the Floating Interest Rate Period, the interest rate will be reset quarterly on the Interest Reset Dates set forth in the "Summary of Terms"
on the cover page of this pricing supplement. Interest on the Notes will be payable on a quarterly basis on the Interest Payment Dates
set forth in the "Summary of Terms" on the cover page of this pricing supplement. We describe the basic features of these Notes in the
sections of the accompanying prospectus called "Description of Securities We May Offer--Debt Securities" and the prospectus
supplement called "Description of Notes", subject to and as modified by any provisions described below and in the "Summary of Terms"
on the cover page of this pricing supplement. All payments on the Notes are subject to our credit risk.
"3-Month USD LIBOR" or "Reference Rate" means, with respect to any Interest Reset Date, the London interbank offered rate for 3-
month deposits in U.S. dollars appearing on the Reuters screen "LIBOR01" page (or any successor thereto) as of approximately 11:00
A.M., London time, on the relevant Interest Determination Date.
"30/360 (ISDA)" means the number of days in the Interest Payment Period in respect of which payment is being made divided by 360,
calculated on a formula basis as follows, as described in Section 4.16(f) of the 2006 ISDA Definitions published by the International
Swaps and Derivatives Association, without regard to any subsequent amendments or supplements:

[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)

360

w he re :
"Y1" is the year, expressed as a number, in which the first day of the Interest Payment Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Interest Payment
Period falls;
https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Payment Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest
Payment Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Payment Period, unless such number would be 31, in which
case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Payment Period,
unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.
The "Interest Determination Date" for each quarterly Interest Reset Date during the Floating Interest Rate Period will be the second
London Banking Day prior to the beginning of the applicable quarterly Interest Reset Date. A "London Banking Day" means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in London generally are authorized or
obligated by law, regulation or executive order to close and dealings in U.S. dollars are transacted in the London interbank market.
If, on any Interest Determination Date, the 3-Month USD LIBOR does not so appear on the Reuters screen "LIBOR01" page (or any
successor thereto), then the 3-Month USD LIBOR will be determined on the basis of the rates at which 3-month deposits in U.S. dollars
are offered by four major banks in the London interbank market selected by the calculation agent at approximately 11:00 A.M., London
time, on the relevant Interest Determination Date, to prime banks in the London interbank market, beginning on the relevant Interest
Reset Date, and in a representative amount. The calculation agent will request the principal London office of each of these major banks
to provide a quotation of its rate. If at least two quotations are provided, 3-Month USD LIBOR for the relevant

PS-1
Table of Contents
Interest Reset Date will be the arithmetic mean of the quotations. If fewer than two of the requested quotations described above are
provided, 3-Month USD LIBOR for the relevant Interest Reset Date will be the arithmetic mean of the rates quoted by major banks in
New York City, selected by the calculation agent, at approximately 11:00 A.M., New York City time, on the relevant Interest Reset Date,
for loans in U.S. dollars to leading European banks for a period of 3 months, beginning on the relevant Interest Reset Date, and in a
representative amount. If no quotation is provided as described in the preceding sentence, then the calculation agent will determine the
3-Month USD LIBOR in good faith and in a commercially reasonable manner.

PS-2
Table of Contents
H OW T H E N OT ES WORK
How to calculate the interest payments during the Floating Interest Rate Period.
The table below presents examples of hypothetical interest that would accrue on the Notes during any quarter in the Floating Interest
Rate Period. The examples below are for purposes of illustration only. The examples of the hypothetical floating interest rate that would
accrue on the Notes are based on both the level of the Reference Rate on the applicable Interest Determination Date.
The actual interest payment amounts during the Floating Interest Rate Period will depend on the actual level of the Reference Rate on
each Interest Determination Date. The applicable Interest Rate for each quarterly Interest Payment Period will be determined on a per-
annum basis but will apply only to that Interest Payment Period. The table assumes that the Interest Payment Period contains 90
calendar days. The examples below are for purposes of illustration only and would provide different results if different assumptions were
made.

REFEREN CE RAT E
PLU S FLOAT I N G I N T EREST H Y POT H ET I CAL QU ART ERLY
REFEREN CE RAT E
RAT E SPREAD*

I N T EREST PAY M EN T
-3.00%

0.00%

$0.00
-2.00%

0.00%

$0.00
-1.00%

1.00%

$2.50
0.00%

2.00%

$5.00
1.00%

3.00%

$7.50
2.00%

4.00%

$10.00
3.00%

5.00%

$12.50
4.00%

6.00%

$15.00
https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
5.00%

7.00%

$17.50
6.00%

8.00%

$20.00
7.00%

9.00%

$22.50
8.00%

10.00%

$25.00
9.00%

11.00%

$27.50
10.00%

12.00%

$30.00
12.00%

14.00%

$35.00
13.00%

15.00%

$37.50
14.00%

16.00%

$40.00
15.00%

17.00%

$42.50
*Subject to the minimum interest rate of 0%.

PS-3
Table of Contents
RI SK FACT ORS
In addition to the other information contained and incorporated by reference in this pricing supplement and the accompanying prospectus
and prospectus supplement including the section entitled "Risk Factors" in our Annual Report on Form 10-K, you should consider
carefully the following factors before deciding to purchase the Notes.
Risk s Assoc ia t e d w it h t he Offe ring
The historical level of 3-Month USD LIBOR is not an indication of the future level of 3-Month USD LIBOR.
In the past, the level of 3-Month USD LIBOR has experienced significant fluctuations. You should note that historical levels, fluctuations
and trends of 3-Month USD LIBOR is not necessarily indicative of future levels. Changes in the level of 3-Month USD LIBOR will affect
the trading price of the Notes, but it is impossible to predict whether such level will rise or fall. There can be no assurance that the
Reference Rate level will be positive on any Interest Determination Date during the Floating Interest Rate Period. Furthermore, the
historical performance of the Reference Rate does not reflect the return the Notes would have had because they do not take into account
the Floating Interest Rate Spread.
The price at which the Notes may be resold prior to maturity will depend on a number of factors and may be substantially less
than the amount for which they were originally purchased.
Some of these factors include, but are not limited to: (i) changes in the level of 3-Month USD LIBOR, (ii) volatility of 3-Month USD
LIBOR, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit ratings or credit spreads and (v) time
remaining to maturity. Generally, the longer the time remaining to maturity and the more tailored the exposure, the more the market price
of the Notes will be affected by the other factors described in the preceding sentence. In addition, as indicated above, the proprietary
derivative-pricing model we employ to value the Notes may change, which could have a significant impact on valuation of the Notes.
Each of these factors can lead to significant adverse changes in the market price of securities like the Notes.
You must rely on your own evaluation of the merits of an investment linked to 3-Month USD LIBOR.
In the ordinary course of their businesses, we or our affiliates may have expressed views on expected movements in 3-Month USD
LIBOR and related interest rates, and may do so in the future. These views or reports may be communicated to our clients and clients of
our affiliates. However, these views are subject to change from time to time. Moreover, other professionals who deal in markets relating to
3-Month USD LIBOR may at any time have views that are significantly different from ours or those of our affiliates. For these reasons,
you should consult information about 3-Month USD LIBOR and related interest rates from multiple sources, and you should not rely on
the views expressed by us or our affiliates.
Neither the offering of the Notes nor any views which we or our affiliates from time to time may express in the ordinary course of their
businesses constitutes a recommendation as to the merits of an investment in the Notes.
3-Month USD LIBOR Rates and the manner in which it is calculated may change in the future.
There can be no assurance that the method by which 3-Month USD LIBOR rates is calculated will continue in its current form. Any
changes in the method of calculation could reduce 3-Month USD LIBOR and thus have a negative impact on the payments on the Notes
and on the value of the Notes in the secondary market. On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct
Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of
LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot
and will not be guaranteed after 2021. We cannot predict whether and to what extent banks will continue to provide LIBOR submissions
to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this
time, no consensus exists as to what rate or rates may become accepted alternatives to LIBOR, and it is impossible to predict the effect
of any such alternatives on the value of, and the method of calculating, the 3-Month USD LIBOR rate. Uncertainty as to the nature of
alternative reference rates to LIBOR and as to potential changes or other reforms to LIBOR may adversely affect the 3-Month USD
https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
LIBOR rate during the term of the Notes, which may adversely affect the value of the Notes.

PS-4
Table of Contents
In the event that a published 3-Month USD LIBOR rate is unavailable after 2021, an alternative determination method, as set forth under
"The Notes" above, will be used to determine the 3-Month USD LIBOR rate.
We may sell an additional aggregate face amount of the Notes at a different issue price.
At our sole option, we may decide to sell additional aggregate face amounts of the Notes subsequently to the date of this pricing
supplement. The issue price of the Notes in the subsequent sale may differ substantially (higher or lower) from the Issue Price you paid.
There is no stated limit on of the additional face amounts of the Notes we may sell.
The Notes will be treated as variable rate debt instruments for U.S. federal income tax purposes.
The Notes will be treated as variable rate debt instruments for U.S. federal income tax purposes. Please see "Material United States
Federal Income Tax Consequences" below for a more detailed discussion. Please also consult your tax advisor concerning the U.S.
federal income tax and any other applicable tax consequences to you of owning your Notes in your particular circumstances.
Our trading and hedging activities may create conflicts of interest with you.
We or one or more of our affiliates, including Jefferies LLC, may engage in trading activities related to the Notes that are not for your
account or on your behalf. We expect to enter into arrangements to hedge the market risks associated with our obligation to pay the
amounts due under the Notes. We may seek competitive terms in entering into the hedging arrangements for the Notes, but are not
required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates. This hedging activity is
expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially expected, but which
could also result in a loss for the hedging counterparty. These trading and hedging activities may present a conflict of interest between
your interest as a holder of the Notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating
transactions for our customers, and in accounts under our management.

PS-5
Table of Contents
H EDGI N G
In order to meet our payment obligations on the Notes, at the time we issue the Notes, we may choose to enter into certain hedging
arrangements (which may include call options, put options or other derivatives) with one or more of our affiliates. The terms of these
hedging arrangements are determined based upon terms provided by our affiliates, and take into account a number of factors, including
our creditworthiness, interest rate movements, the volatility of 3-Month USD LIBOR, the tenor of the Notes and the hedging
arrangements. The economic terms of the Notes depend in part on the terms of these hedging arrangements.
The hedging arrangements may include hedging related charges, reflecting the costs associated with, and our affiliates' profit earned
from, these hedging arrangements. Since hedging entails risk and may be influenced by unpredictable market forces, actual profits or
losses from these hedging transactions may be more or less than this amount.
For further information, see "Risk Factors" beginning on page PS-4 of this pricing supplement.

PS-6
Table of Contents
M AT ERI AL U N I T ED ST AT ES FEDERAL I N COM E T AX CON SEQU EN CES
The following is a general discussion of the material United States federal income tax consequences of purchasing, owning and disposing
of the Notes and is based upon the advice of Sidley Austin LLP, our tax counsel. The following discussion supplements, and to the extent
inconsistent supersedes, the discussions under "Material United States Federal Income Tax Consequences" in the accompanying
prospectus and under "United States Federal Taxation" in the accompanying prospectus supplement, and is not exhaustive of all possible
tax considerations that may be relevant to a holder of Notes. This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), regulations promulgated under the Code by the U.S. Treasury Department ("Treasury") (including proposed and
https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service ("IRS"),
and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with
retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any
of the tax consequences described below. We have not sought a ruling from the IRS regarding any of the tax consequences described
below. This summary does not include any description of federal non-income tax laws, the tax laws of any state or local governments, or
of any foreign government, that may be applicable to a particular holder of Notes.
This summary is directed solely to U.S. Holders (as defined in the accompanying prospectus supplement) that, except as otherwise
specifically noted, will acquire the Notes upon original issuance and will hold the Notes as capital assets, within the meaning of
Section 1221 of the Code, which generally means property held for investment, and that are not excluded from the discussion under
"United States Federal Taxation" in the accompanying prospectus supplement. This summary assumes that the issue price of the Notes,
as determined for U.S. federal income tax purposes, equals the principal amount thereof.
In the opinion of our tax counsel, Sidley Austin LLP, your Notes will be treated as variable rate debt instruments for U.S. federal income
tax purposes. In particular, as described under "United States Federal Taxation--U.S. Holders--Floating Rate Notes--Floating Rate
Notes that Provide for Multiple Rates" in the accompanying prospectus supplement, the Notes provide for stated interest at a fixed rate
for an initial period of four years followed by a qualified floating rate.
A U.S. Holder will be required to include qualified stated interest payments in income in accordance with the U.S. Holder's method of
accounting for U.S. federal income tax purposes and will be required to include original issue discount in income for U.S. federal income
tax purposes as it accrues, in accordance with a constant yield method based on a compounding of interest, without regard to the timing
of the receipt of cash payments attributable to this income. Please see the discussion under "United States Federal Taxation--U.S.
Holders--Floating Rate Notes" in the accompanying prospectus supplement for more detailed information regarding the U.S. federal
income tax treatment of your Notes as variable rate debt instruments and the U.S. federal income tax consequences of the purchase,
ownership and disposition of the Notes.
In addition, pursuant to recently enacted legislation, an accrual method taxpayer that reports revenues on an applicable financial
statement generally must recognize income for U.S. federal income tax purposes no later than the taxable year in which such income is
taken into account as revenue in an applicable financial statement of the taxpayer. For this purpose, an "applicable financial statement"
generally means a financial statement certified as having been prepared in accordance with generally accepted accounting principles or
that is made on the basis of international financial reporting standards and which is used by the taxpayer for various specified purposes.
Although this rule is generally currently in effect, this rule only applies to original issue discount for taxable years beginning after
December 31, 2018. This rule could potentially require such a taxpayer to recognize income for U.S. federal income tax purposes with
respect to a debt instrument issued with original issue discount prior to the time such income would be recognized pursuant to the
original issue discount rules set forth in the Code. Potential investors in the Notes should consult their tax advisors regarding the
potential applicability of these rules, if any, to their investment in the Notes.

PS-7
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group Capital Finance Inc., will act as our
Agent in connection with the offering of the Notes. Subject to the terms and conditions contained in a distribution agreement between us
and Jefferies LLC, the Agent has agreed to use its reasonable efforts to solicit purchases of the Notes. We have the right to accept offers
to purchase Notes and may reject any proposed purchase of the Notes. The Agent may also reject any offer to purchase Notes. We or
Jefferies LLC will pay various discounts and commissions to dealers of $20.00 per Note depending on market conditions.
We may also sell Notes to the Agent who will purchase the Notes as principal for its own account. In that case, the Agent will purchase
the Notes at a price equal to the issue price specified on the cover page of this pricing supplement, less a discount. The discount will
equal the applicable commission on an agency sale of the Notes.
The Agent may resell any Notes it purchases as principal to other brokers or dealers at a discount, which may include all or part of the
discount the Agent received from us. If all the Notes are not sold at the initial offering price, the Agent may change the offering price and
the other selling terms.
The Agent will sell any unsold allotment pursuant to this pricing supplement from time to time in one or more transactions in the over-
the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of time of sale, prices relating to
the prevailing market prices or negotiated prices.
We may also sell Notes directly to investors. We will not pay commissions on Notes we sell directly.
https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
The Agent, whether acting as agent or principal, may be deemed to be an "underwriter" within the meaning of the Securities Act. We
have agreed to indemnify the Agent against certain liabilities, including liabilities under the Securities Act.
If the Agent sells Notes to dealers who resell to investors and the Agent pays the dealers all or part of the discount or commission it
receives from us, those dealers may also be deemed to be "underwriters" within the meaning of the Securities Act.
The Agent is offering the Notes, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by
its counsel, including the validity of the Notes, and other conditions contained in the distribution agreement, such as the receipt by the
Agent of officers' certificates and legal opinions. The Agent reserves the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.
The Agent is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). Accordingly, the offering of the notes will conform
to the requirements of FINRA Rule 5121. See "Conflict of Interest" below.
The Agent is not acting as your fiduciary or advisor solely as a result of the offering of the Notes, and you should not rely upon any
communication from the Agent in connection with the Notes as investment advice or a recommendation to purchase the Notes. You
should make your own investment decision regarding the Notes after consulting with your legal, tax, and other advisors.
We expect to deliver the Notes against payment therefor in New York, New York on April 30, 2019, which will be the third scheduled
business day following the initial pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market
generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the
initial settlement of the Notes occurs more than two business days from a pricing date, purchasers who wish to trade the Notes more
than two business days prior to the Original Issue Date will be required to specify alternative settlement arrangements to prevent a failed
settlement.
The Notes will be offered at a price equal to 100% of the Stated Principal Amount per Note until the initial pricing date. Thereafter, the
Notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale,
which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices, subject to a maximum price
of 100% of the Stated Principal Amount per Note.

PS-8
Table of Contents
Jefferies LLC and any of our other broker-dealer affiliates may use this pricing supplement, the prospectus and the prospectus
supplements for offers and sales in secondary market transactions and market-making transactions in the Notes. However, they are not
obligated to engage in such secondary market transactions and/or market-making transactions. Our affiliates may act as principal or
agent in these transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale.
None of this pricing supplement, the accompanying prospectus or the prospectus supplement is a prospectus for the purposes of the
Prospectus Directive (as defined below).
PRI I Ps Re gula t ion/Prospe c t us Dire c t ive /Prohibit ion of Sa le s t o EEA Re t a il I nve st ors--The Notes 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 Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (the Insurance Mediation Directive), as amended, 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. Consequently no key
information document required by Regulation CEU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
This pricing supplement, the accompanying prospectus and the prospectus supplement have been prepared on the basis that any offer of
Notes in any Member State of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will only be
made to a legal entity which is a qualified investor under the Prospectus Directive ("Qualified Investors"). Accordingly any person making
or intending to make an offer in that Relevant Member State of Notes which are the subject of the offering contemplated in this pricing
supplement, the accompanying prospectus and the prospectus supplement may only do so with respect to Qualified Investors. Neither
the issuers nor the Agent have authorized, nor do they authorize, the making of any offer of Notes other than to Qualified Investors. The
expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in the Relevant Member State.

PS-9
https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
Table of Contents
CON FLI CT OF I N T EREST
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC, is a member of FINRA and will participate in the distribution of the
Notes. Accordingly, the offering is subject to the provisions of FINRA Rule 5121 relating to conflicts of interests and will be conducted in
accordance with the requirements of Rule 5121. Jefferies LLC will not confirm sales of the Notes to any account over which it exercises
discretionary authority without the prior written specific approval of the customer.

PS-10
Table of Contents
LEGAL M AT T ERS
In the opinion of Sidley Austin LLP, as counsel to the issuers, when the Notes offered by this pricing supplement have been executed
and issued by the issuers 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 the issuers, 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 Federal laws of the United States, the laws
of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act as in
effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and
delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated
February 1, 2019, which has been filed as Exhibit 5.2 to the Company's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on February 1, 2019.

PS-11
Table of Contents
EX PERT S
The consolidated financial statements, and the related financial statement schedules, of Jefferies Group LLC incorporated herein by
reference to the Annual Report on Form 10-K, and the effectiveness of Jefferies Group LLC and subsidiaries' internal control over
financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their
reports, which are incorporated herein by reference. Such consolidated financial statements and financial statement schedules have been
so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Jefferies Group LLC and its subsidiaries for the year ended November 30, 2016 incorporated
herein by reference to the Annual Report on Form 10-K, have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Jefferies Finance LLC and Subsidiaries incorporated herein by reference to the Annual Report
on Form 10-K, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein
by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

PS-12
Table of Contents

https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

424B2
$ 1 2 ,1 2 1 ,0 0 0

J e ffe rie s Group LLC
Senior Fixed to Floating Rate Notes due April 30, 2034
Based on 3-Month USD LIBOR

PRI CI N G SU PPLEM EN T

April 25, 2019

https://www.sec.gov/Archives/edgar/data/1084580/000119312519125479/d600168d424b2.htm[4/30/2019 10:13:34 AM]

Document Outline

#1">
- #1">