Bond Jeffries & Co. 6% ( US47233JBW71 ) in USD

Issuer Jeffries & Co.
Market price refresh price now   92.56 %  ▼ 
Country  United States
ISIN code  US47233JBW71 ( in USD )
Interest rate 6% per year ( payment 2 times a year)
Maturity 31/05/2039



Prospectus brochure of the bond Jefferies Group US47233JBW71 en USD 6%, maturity 31/05/2039


Minimal amount 1 000 USD
Total amount 11 000 000 USD
Cusip 47233JBW7
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 01/12/2025 ( In 82 days )
Detailed description 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 US47233JBW71, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2039

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JBW71, 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 US47233JBW71, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B2 1 d756341d424b2.htm 424B2
Table of Contents
File d pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 2 9 4 9 4 a nd 3 3 3 -2 2 9 4 9 4 -0 1
CALCU LAT I ON OF REGI ST RAT I ON FEE


M AX I M U M
T I T LE OF EACH CLASS OF
AGGREGAT E
AM OU N T OF
SECU RI T I ES OFFERED

OFFERI N G PRI CE
REGI ST RAT I ON FEE (1)
Senior Fixed to Floating Rate Notes due May 31, 2039 Based on 3-Month USD
LIBOR

$11,000,000

$1,333.20


(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 1 ,0 0 0 ,0 0 0


J e ffe rie s Group LLC
Senior Fixed to Floating Rate Notes due May 31, 2039
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, May 31, 2023 at a rate of 6.00% per annum and
(ii) from and including May 31, 2023 to, but excluding, the stated maturity date (May 31, 2039), 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 and the Maximum Interest Rate of 7.50% 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 May 31, 2039 Based on 3 -Month USD LIBOR

Aggre ga t e Princ ipa l Am ount :
$11,000,000. 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 May 28, 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 :
May 28, 2019

Origina l I ssue Da t e :
May 31, 2019 (3 Business Days after the Pricing Date)

M a t urit y Da t e :
May 31, 2039

I nt e re st Ac c rua l Da t e :
May 31, 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, May 31, 2023: 6.00% per annum.
From and including May 31, 2023 to, but excluding, May 31, 2039 (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 and the Maximum 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 and the Maximum Interest Rate of 7.50% per annum. Beginning May 31, 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 2.50%

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 May 31, 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 February, May, August and November to, but excluding, the last calendar
day of the month occurring three months following such month, beginning May 31, 2019)

I nt e re st Pa ym e nt Da t e s
The last calendar day of each February, May, August and November, beginning August 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.
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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
The last calendar day of each February, May, August and November, beginning May 31, 2023; provided that such Interest Reset
Dates shall not be adjusted for non -Business Days.


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

M a x im um I nt e re st Ra t e
7.50% 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 :
47233JBW7 / US47233JBW71

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

$
22.50
$
247,500
Proceeds to Jefferies Group LLC (Before Expenses)

$
977.50
$
10,752,500
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 May 31, 2019 against payment in immediately available funds.
J e ffe rie s
Pricing supplement dated May 28, 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
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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 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 $11,000,000. The Notes will mature on May 31, 2039. From and
including the Original Issue Date to, but excluding, May 31, 2023, the Notes will bear interest at the fixed rate of 6.00% per annum.
From and including May 31, 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 and the Maximum Interest Rate of 7.50% 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.
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"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;
"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.
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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
-2.50%

0.00%

$0.00
-2.00%

0.50%

$1.25
-1.50%

1.00%

$2.50
-1.00%

1.50%

$3.75
-0.50%

2.00%

$5.00
0.00%

2.50%

$6.25
0.50%

3.00%

$7.50
1.00%

3.50%

$8.75
1.50%

4.00%

$10.00
2.00%

4.50%

$11.25
2.50%

5.00%

$12.50
3.00%

5.50%

$13.75
3.50%

6.00%

$15.00
4.00%

6.50%

$16.25
4.50%

7.00%

$17.50
5.00%

7.50%

$18.75
5.50%

7.50%

$18.75
6.00%

7.50%

$18.75
6.50%

7.50%

$18.75
7.00%

7.50%

$18.75
*Subject to the minimum interest rate of 0% and the maximum interest rate of 7.5%.

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 or the Maximum Interest Rate.
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
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on valuation of the Notes. Each of these factors can lead to significant adverse changes in the market price of securities like the
Notes.
The amount of interest payable on the Notes in any quarter is capped.
The Interest Rate on the Notes for each quarterly Interest Payment Period during the Floating Interest Rate Period is capped for
that quarter at the Maximum Interest Rate of 7.50% per annum, and you will not get the benefit of any increase in 3-Month USD
LIBOR above a level of 5.00% on any Interest Determination Date. Therefore, the maximum quarterly interest payment you can
receive during the Floating Interest Rate Period (assuming an Interest Payment Period of 90 calendar days) will be $18.75 for each
$1,000 stated principal amount of notes. Accordingly, you could receive less than 7.50% per annum interest for any given full year
in the Floating Interest Rate Period even when 3-Month USD LIBOR is much greater than 5.00% on the Interest Determination
Date for one quarterly Interest Payment Period during that year if 3-Month USD LIBOR on the Interest Determination Date with
respect to any other quarter is below 5.00%.
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

PS-4
Table of Contents
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 LIBOR rate during the term of the Notes, which may adversely affect the value of the Notes.
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
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424B2
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 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
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424B2
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.

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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 $22.50 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.
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.
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We expect to deliver the Notes against payment therefor in New York, New York on May 31, 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.
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.

PS-8
Table of Contents
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
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
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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
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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
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$ 1 1 ,0 0 0 ,0 0 0
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