Bond Jeffries & Co. 7% ( US47233JCE64 ) in USD

Jeffries & Co.

100 % ▲

United States

US47233JCE64 ( in USD )

7% per year ( payment 2 times a year)

31/08/2039

Prospectus brochure of the bond Jefferies Group US47233JCE64 en USD 7%, maturity 31/08/2039

1 000 USD

12 764 000 USD

47233JCE6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

02/03/2026 ( In 173 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 US47233JCE64, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2039

The Bond issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JCE64, 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 US47233JCE64, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d777466d424b2.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 With Contingent Digital Coupon due August 31, 2039 Based on 3-Month
USD LIBOR

$12,764,000

$1,547

(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 ,7 6 4 ,0 0 0

J e ffe rie s Group LLC
Senior Fixed to Floating Rate Notes With Contingent Digital Coupon due August 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, August 31, 2022 at a rate of 7.00% per annum and (ii) from
and including August 31, 2022 to, but excluding, the stated maturity date (August 31, 2039), at a variable rate per annum. The variable rate per annum will depend on the Reference Rate as
compared to the Digital Coupon Strike, as further described below. The variable rate per annum is subject to the Minimum Interest Rate of 0.00% per annum. In no event will the variable rate
per annum be greater than the Digital Coupon Payoff of 7.00% 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 With Contingent Digital Coupon due August 31, 2039 Based on 3 -Month USD LIBOR

Aggre ga t e Princ ipa l Am ount :
$12,764,000. 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 August 27, 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 :
August 27, 2019

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

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

I nt e re st Ac c rua l Da t e :
August 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, August 31, 2022: 7.00% per annum.
From and including August 31, 2022 to, but excluding, August 31, 2039 (the "Floating Interest Rate Period"):
If the Reference Rate is less than the Digital Coupon Strike, the Reference Rate plus the Floating Interest Rate Spread, subject to the
Minimum Interest Rate.
If the Reference Rate is greater than or equal to the Digital Coupon Strike, the Digital Coupon Payoff.
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 the applicable 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. In no event will interest for each Interest Payment Period during the Floating Interest Rate Period be greater than the Digital
Coupon Payoff of 7.00% per annum.

Floa t ing I nt e re st Ra t e Spre a d
Plus 1.50%

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 August 31, 2022 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 August 30, 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 November 30, 2019.

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 August 31, 2022; provided that such Interest Reset Dates
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
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.

Digit a l Coupon St rik e
3.00% per annum.

Digit a l Coupon Pa yoff
7.00% per annum.

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 :
47233JCE6 / US47233JCE64

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

Busine ss Da y:
New York. If any Interest Payment Date or the Maturity Date occurs on a day that is not a Business Day, any payment owed on such
date will be postponed as described in "The Notes" below.

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

Est im a t e d va lue on t he Pric ing Da t e
944.4752 per note.

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-5 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
$
287,190
Proceeds to Jefferies Group LLC (Before Expenses)

$
977.50
$
12,476,810
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 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 August 30, 2019 against payment in immediately available funds.
J e ffe rie s
Pricing supplement dated August 27, 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-4
RISK FACTORS
PS-5
HEDGING
PS-8
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PS-9
SUPPLEMENTAL PLAN OF DISTRIBUTION
PS-13
CONFLICT OF INTEREST
PS-15
LEGAL MATTERS
PS-16
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
EXPERTS
PS-17

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 Reports on Form 10-Q for the quarterly periods ended February 28, 2019 and
May 31, 2019 filed with the SEC on April 9, 2019 and July 10, 2019, respectively). 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 $12,764,000. The Notes will mature on August 31, 2039. From and including the Original
Issue Date to, but excluding, August 31, 2022, the Notes will bear interest at the fixed rate of 7.00% per annum. From and including
August 31, 2022 to, but excluding, the Maturity Date (the "Floating Interest Rate Period"), the Notes will bear interest at a per annum
floating rate. The per annum floating rate will depend on the Reference Rate, which is 3-Month USD LIBOR, as compared to the Digital
Coupon Strike of 3.00% per annum. If the Reference Rate is less than the Digital Coupon Strike, the Interest Rate will equal the
Reference Rate plus the Floating Interest Rate Spread of 1.50% per annum, subject to the Minimum Interest Rate of 0.00% per annum. If
the Reference Rate is greater than or equal to the Digital Coupon Strike, the Interest Rate will equal the Digital Coupon Payoff of 7.00%
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.
If any Interest Payment Date or the Maturity Date occurs on a day that is not a Business Day, then the payment owed on such date will
be postponed until the next succeeding Business Day. No additional interest will accrue on the Notes as a result of such postponement,
and no adjustment will be made to the length of the relevant Interest Payment Period.
"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.
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
"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.

PS-1
Table of Contents
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 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.
The Stated Principal Amount of each Note is $1,000. The Issue Price will equal 100% of the Stated Principal Amount per Note until the
initial pricing date and, thereafter, will be variable, subject to a maximum price of 100% of the Stated Principal Amount per Note. This
price includes costs associated with issuing, selling, structuring and hedging the Notes, which are borne by you, and, consequently, the
estimated value of the Notes on the Pricing Date will be less than the Issue Price. We estimate that the value of each Note on the
Pricing Date is 944.4752 per Note.
Valuation of the Notes
Jefferies LLC calculated the estimated value of the Notes set forth on the cover page of this pricing supplement based on its proprietary
pricing models at that time. Jefferies LLC's proprietary pricing models generated an estimated value for the Notes by estimating the value
of a hypothetical package of financial instruments that would replicate the payout on the Notes, which consists of a fixed-income bond
(the "bond component") and one or more derivative instruments underlying the economic terms of the Notes (the "derivative component").
Jefferies LLC calculated the estimated value of the bond component using a discount rate based on our internal funding rate. Jefferies
LLC calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a
theoretical price for the instruments that constitute the derivative component based on various inputs, including the factors described
under "Risk Factors--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." below, but not including our creditworthiness. These inputs
may be market-observable or may be based on assumptions made by Jefferies LLC in its discretionary judgment.
The estimated value of the Notes is a function of the terms of the Notes and the inputs to Jefferies LLC's proprietary pricing models.
Since the estimated value of the Notes is a function of the underlying assumptions and construction of Jefferies LLC's proprietary
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
derivative-pricing model, modification to this model will impact the estimated value calculation. Jefferies LLC's proprietary models are
subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of
a model change, prior descriptions of the model and computations based on the older model will be superseded, and calculations of
estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a
larger impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For
example, to the extent a return formula contains leverage, model changes may cause a larger impact on the estimated value of that note
than on a similar note without such leverage.

PS-2
Table of Contents
The relationship between the estimated value on the Pricing Date and the secondary market price of the Notes
The price at which Jefferies LLC purchases the Notes in the secondary market, absent changes in market conditions, including those
related to interest rates and the Reference Rate, may vary from, and be lower than, the estimated value on the Pricing Date, because
the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that Jefferies LLC
would charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.
Jefferies LLC may, but is not obligated to, make a market in the Notes and, if it once chooses to make a market, may cease doing so at
any time.

PS-3
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 Interest Payment Period 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 and
the Digital Coupon Strike.
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
SPREAD WI T H DI GI T AL
H Y POT H ET I CAL QU ART ERLY
REFEREN CE RAT E

COU PON PAY OFF*

I N T EREST PAY M EN T
-2.00%

0.00%

$ 0.00
-1.75%

0.00%

$ 0.00
-1.50%

0.00%

$ 0.00
-1.25%

0.25%

$ 0.63
-1.00%

0.50%

$ 1.25
-0.75%

0.75%

$ 1.88
-0.50%

1.00%

$ 2.50
-0.25%

1.25%

$ 3.13
0.00%

1.50%

$ 3.75
0.25%

1.75%

$ 4.38
0.50%

2.00%

$ 5.00
0.75%

2.25%

$ 5.63
1.00%

2.50%

$ 6.25
1.25%

2.75%

$ 6.88
1.50%

3.00%

$ 7.50
1.75%

3.25%

$ 8.13
2.00%

3.50%

$ 8.75
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
2.25%

3.75%

$ 9.38
2.50%

4.00%

$10.00
2.75%

4.25%

$10.63
3.00%

7.00%

$17.50
3.25%

7.00%

$17.50
3.50%

7.00%

$17.50
3.75%

7.00%

$17.50
4.00%

7.00%

$17.50
4.25%

7.00%

$17.50
4.50%

7.00%

$17.50
*Subject to the minimum interest rate of 0%. Digital Coupon Payoff is received only when Reference Rate is greater than or equal to the Digital Coupon Strike. In
no event will interest for any Interest Payment Period during the Floating Interest Rate Period be greater than the Digital Coupon Payoff of 7.00% per annum.

PS-4
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 the 3-Month USD LIBOR rate is not an indication of the future level of the 3-Month USD LIBOR rate.
In the past, the level of the 3-Month USD LIBOR rate has experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of the 3-Month USD LIBOR rate is not necessarily indicative of future levels. Changes in the level of the 3-Month
USD LIBOR rate 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 3-Month USD LIBOR rate will be positive on any Interest Determination Date during the Floating Interest Rate
Period. Furthermore, the historical performance of the 3-Month USD LIBOR 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 Digital Coupon Payoff.
The estimated value of the Notes on the Pricing Date, based on Jefferies LLC proprietary pricing models at that time and our
internal funding rate, will be less than the Issue Price.
The difference is attributable to certain costs associated with selling, structuring and hedging the Notes that are included in the Issue
Price. These costs include (i) the selling concessions paid in connection with the offering of the Notes, (ii) hedging and other costs
incurred by us and our affiliates in connection with the offering of the Notes and (iii) the expected profit (which may be more or less than
actual profit) to Jefferies LLC or other of our affiliates in connection with hedging our obligations under the Notes. These costs adversely
affect the economic terms of the Notes because, if they were lower, the economic terms of the Notes would be more favorable to you.
The economic terms of the Notes are also likely to be adversely affected by the use of our internal funding rate, rather than our
secondary market rate, to price the Notes. See "The estimated value of the Notes would be lower if it were calculated based on our
secondary market rate" below.
The estimated value of the Notes was determined for us by our affiliate using proprietary pricing models.
Jefferies LLC derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models at
that time. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the 3-Month
USD LIBOR rate and interest rates. Jefferies LLC's views on these inputs and assumptions may differ from your or others' views, and as
an agent in this offering, Jefferies LLC's interests may conflict with yours. Both the models and the inputs to the models may prove to be
wrong and therefore not an accurate reflection of the value of the Notes. Moreover, the estimated value of the Notes set forth on the
cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the Notes for other purposes,
including for accounting purposes. You should not invest in the Notes because of the estimated value of the Notes. Instead, you should
be willing to hold the Notes to maturity irrespective of the initial estimated value.
Since the estimated value of the Notes is a function of the underlying assumptions and construction of Jefferies LLC's proprietary
derivative-pricing model, modifications to this model will impact the estimated value calculation. Jefferies LLC's proprietary models are
subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of
a model change, prior descriptions of the model and computations based on the older model will be superseded, and calculations of
estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a
larger impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For
example, to the extent a return formula contains leverage, model changes may cause a larger impact on the estimated value of that note
than on a similar note without such leverage.
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
The estimated value of the Notes would be lower if it were calculated based on our secondary market rate.
The estimated value of the Notes included in this pricing supplement is calculated based on our internal funding rate, which is the rate at
which we are willing to borrow funds through the issuance of the Notes. Our internal funding rate is generally lower than our secondary
market rate, which is the rate that Jefferies LLC will use in

PS-5
Table of Contents
determining the value of the Notes for purposes of any purchases of the Notes from you in the secondary market. If the estimated value
included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be
lower. We determine our internal funding rate based on factors such as the costs associated with the Notes, which are generally higher
than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not the
same as the interest that is payable on the Notes.
Because there is not an active market for traded instruments referencing our outstanding debt obligations, Jefferies LLC determines our
secondary market rate based on the market price of traded instruments referencing our debt obligations, but subject to adjustments that
Jefferies LLC makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our
creditworthiness, but rather reflects the market's perception of our creditworthiness as adjusted for discretionary factors such as Jefferies
LLC's preferences with respect to purchasing the Notes prior to maturity.
The estimated value of the Notes is not an indication of the price, if any, at which Jefferies LLC or any other person may be
willing to buy the Notes from you in the secondary market.
Any such secondary market price will fluctuate over the term of the Notes based on the market and other factors described in the next
risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the Notes determined for purposes of a
secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the Notes than if
our internal funding rate were used. In addition, any secondary market price for the Notes will be reduced by a bid-ask spread, which
may vary depending on the aggregate stated principal amount of the Notes to be purchased in the secondary market transaction, and the
expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the Notes will be less
than the Issue Price.
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 the 3-Month USD LIBOR rate, (ii) volatility of the 3-Month
USD LIBOR rate, (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.
The amount of interest payable on the Notes in any quarterly Interest Payment Period is limited by the Digital Coupon Payoff.
Due to the formula used to determine the Interest Rate, the Interest Rate on the Notes for each quarterly Interest Payment Period during
the Floating Interest Rate Period is limited for that Interest Payment Period by the Digital Coupon Payoff. If the 3-Month USD LIBOR
rate is greater than or equal to the Digital Coupon Strike, the Interest Rate will equal the Digital Coupon Payoff of 7.00% per annum, and
you will not get the benefit of any increase in the 3-Month USD LIBOR rate above the Digital Coupon Strike 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 $17.50 for each $1,000 stated principal amount of notes. Accordingly,
you could receive less than 7.00% per annum interest for any given full year in the Floating Interest Rate Period even when the 3-Month
USD LIBOR rate is much greater than the Digital Coupon Strike on the Interest Determination Date for one quarterly Interest Payment
Period during that year if the 3-Month USD LIBOR rate on the Interest Determination Date with respect to any other quarterly Interest
Payment Period is below the Digital Coupon Strike.
You must rely on your own evaluation of the merits of an investment linked to the 3-Month USD LIBOR rate.
In the ordinary course of their businesses, we or our affiliates may have expressed views on expected movements in the 3-Month USD
LIBOR rate 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 the 3-Month USD LIBOR rate may at any time have views that are significantly different from ours or those of our affiliates. For
these reasons, you should consult

PS-6
Table of Contents
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
information about the 3-Month USD LIBOR rate 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.
The 3-Month USD LIBOR rate and the manner in which it is calculated may change in the future.
There can be no assurance that the method by which the 3-Month USD LIBOR rate is calculated will continue in its current form. Any
changes in the method of calculation could reduce the 3-Month USD LIBOR rate 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 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 debt instruments subject to special rules governing contingent payment debt instruments for U.S.
federal income tax purposes.
The Notes will be treated as debt instruments subject to special rules governing contingent payment debt instruments for U.S. federal
income tax purposes. Under this treatment, if you are a U.S. individual or taxable entity, you generally should be required to pay taxes on
ordinary income from the Notes over their term based on the comparable yield for the Notes, subject to any positive and negative
adjustments based on the actual interest payments on the Notes. This comparable yield is determined solely to calculate the amount on
which you will be taxed prior to maturity and is neither a prediction nor a guarantee of what the actual yield will be. In addition, any gain
you may recognize on the sale, exchange or maturity of the Notes will be taxed as ordinary interest income. If you are a secondary
purchaser of the Notes, the tax consequences to you may be different.
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-7
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 the Reference Rate, 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.
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
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-5 of this pricing supplement.

PS-8
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 debt instruments subject to special rules governing
contingent payment debt instruments for U.S. federal income tax purposes. Under those rules, the amount of interest you are required to
take into account for each accrual period will be determined by constructing a projected payment schedule for your Notes and applying
rules similar to those for accruing original issue discount on a hypothetical non-contingent debt instrument with that projected payment
schedule. This method is applied by first determining the yield at which we would issue a non-contingent fixed rate debt instrument with
terms and conditions similar to your Notes (the "comparable yield") and then determining as of the issue date a payment schedule that
would produce the comparable yield. Under these rules, you will only accrue interest based on the comparable yield. You will not have to
separately include the amount of interest that you receive, except to the extent of any positive or negative adjustments discussed below.

PS-9
Table of Contents
We have determined that the comparable yield for the Notes is equal to 4.1468% per annum, compounded quarterly. Based on this
comparable yield, if you are an initial holder that holds a Note until maturity and you pay your taxes on a calendar year basis, we have
determined that you would be required to report the following amounts as ordinary income, not taking into account any positive or
negative adjustments you may be required to take into account based on the actual payments on the Notes, from the Note each year:

T OT AL I N T EREST
DEEM ED T O H AV E
ACCRU ED FROM
I N T EREST DEEM ED T O
ORI GI N AL I SSU E DAT E
ACCRU E DU RI N G
(PER $ 1 ,0 0 0 N OT E)
ACCRU AL PERI OD
AS OF EN D OF
ACCRU AL PERI OD

(PER $ 1 ,0 0 0 N OT E)

ACCRU AL PERI OD

August 30, 2019 through December 31, 2019

$
13.80
$
13.80
January 1, 2020 through December 31, 2020

$
40.68
$
54.48
January 1, 2021 through December 31, 2021

$
39.42
$
93.90
January 1, 2022 through December 31, 2022

$
38.17
$
132.07
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

424B2
January 1, 2023 through December 31, 2023

$
37.99
$
170.06
January 1, 2024 through December 31, 2024

$
38.30
$
208.36
January 1, 2025 through December 31, 2025

$
38.62
$
246.98
January 1, 2026 through December 31, 2026

$
38.90
$
285.88
January 1, 2027 through December 31, 2027

$
39.14
$
325.02
January 1, 2028 through December 31, 2028

$
39.37
$
364.39
January 1, 2029 through December 31, 2029

$
39.59
$
403.98
January 1, 2030 through December 31, 2030

$
39.82
$
443.80
January 1, 2031 through December 31, 2031

$
40.00
$
483.80
January 1, 2032 through December 31, 2032

$
40.15
$
523.95
January 1, 2033 through December 31, 2033

$
40.31
$
564.26
January 1, 2034 through December 31, 2034

$
40.50
$
604.76
January 1, 2035 through December 31, 2035

$
40.72
$
645.48
January 1, 2036 through December 31, 2036

$
40.92
$
686.40
January 1, 2037 through December 31, 2037

$
41.09
$
727.49
January 1, 2038 through December 31, 2038

$
41.28
$
768.77
January 1, 2039 through August 31, 2039

$
27.63
$
796.40

PS-10
Table of Contents
In addition, we have determined the projected payments for your Notes are as follows:

T AX ABLE Y EAR

FEBRU ARY
M AY
AU GU ST
N OV EM BER
2 0 1 9

N/A

N/A

N/A
$
17.50
2 0 2 0

$
17.50
$17.50
$ 17.50
$
17.50
2 0 2 1

$
17.50
$17.50
$ 17.50
$
17.50
2 0 2 2

$
17.50
$17.50
$ 17.50
$
7.60
2 0 2 3

$
7.56
$ 7.60
$
7.54
$
7.51
2 0 2 4

$
7.59
$ 7.55
$
7.64
$
7.75
2 0 2 5

$
7.80
$ 7.87
$
7.94
$
7.97
2 0 2 6

$
8.03
$ 8.10
$
8.14
$
8.22
2 0 2 7

$
8.30
$ 8.34
$
8.41
$
8.48
2 0 2 8

$
8.51
$ 8.57
$
8.64
$
8.63
2 0 2 9

$
8.53
$ 8.36
$
8.14
$
8.40
2 0 3 0

$
8.66
$ 8.84
$
8.96
$
8.99
2 0 3 1

$
8.98
$ 9.00
$
9.04
$
9.02
2 0 3 2

$
9.03
$ 9.07
$
9.05
$
9.08
2 0 3 3

$
9.13
$ 9.12
$
9.09
$
9.05
2 0 3 4

$
8.92
$ 8.80
$
8.68
$
8.73
2 0 3 5

$
8.81
$ 8.89
$
8.93
$
8.99
2 0 3 6

$
9.07
$ 9.09
$
9.13
$
9.19
2 0 3 7

$
9.19
$ 9.22
$
9.26
$
9.23
2 0 3 8

$
9.24
$ 9.26
$
9.22
$
9.21
2 0 3 9

$
9.22
$ 9.17
$
9.15

N/A

The comparable yield and projected payment schedule are not provided to you for any purpose other than the determination of your
interest accruals in respect of your Notes, and we make no representation regarding the amount of contingent payments with respect
to your Notes.
If, during any taxable year, the actual payments with respect to the Notes exceed the projected payments for that taxable year, you will
incur a "net positive adjustment" under the contingent debt regulations equal to the amount of such excess. You will treat a net positive
adjustment as additional interest income in that taxable year.
If, during any taxable year, the actual payments with respect to the Notes are less than the amount of projected payments for that taxable
year, you will incur a "net negative adjustment" under the contingent debt regulations equal to the amount of such deficit. This net
negative adjustment will (a) reduce your interest income on the Notes for that taxable year, and (b) to the extent of any excess after the
application of (a), give rise to an ordinary loss to the extent of your interest income on the Notes during prior taxable years, reduced to
the extent such interest was offset by prior net negative adjustments. Any net negative adjustment in excess of the amounts described in
(a) and (b) will be carried forward as a negative adjustment to offset future interest income with respect to the Notes or to reduce the
https://www.sec.gov/Archives/edgar/data/1084580/000119312519233923/d777466d424b2.htm[8/29/2019 4:01:09 PM]

Document Outline

#1">
- #1">