Obbligazione Barclay PLC 0% ( US06747MSN73 ) in USD

Barclay PLC

100 USD ▼

Regno Unito

US06747MSN73 ( in USD )

25/05/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Barclays PLC US06747MSN73 in USD 0%, scaduta

1 000 USD

2 438 000 USD

06747MSN7

N/A

Barclays PLC è una banca multinazionale britannica che offre una vasta gamma di servizi finanziari a clienti privati, aziende e istituzioni in tutto il mondo.

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06747MSN73, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 25/05/2022

424B2 1 dp107406_424b2-2336jpm.htm FORM 424B2
Pricing Supplement dated May 24, 2019
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated March 30, 2018,
Registration No. 333-212571
the Prospectus Supplement dated July 18, 2016 and
the Index Supplement dated July 18, 2016)
$ 2 ,4 3 8 ,0 0 0
N ot e s Due M a y 2 5 , 2 0 2 2
Link e d t o t he S& P 5 0 0 ® I nde x
Globa l M e dium -T e rm N ot e s, Se rie s A
General
·
Unlike ordinary debt securities, the Notes do not pay interest. As described below, the Notes offer unleveraged exposure to potential
appreciation of the Underlier from the Initial Underlier Value to the Final Underlier Value, subject to the Maximum Return. Investors should
be willing to forgo dividend payments and, if the Final Underlier Value is less than or equal to the Initial Underlier Value, be willing to
receive no more than their principal amount at maturity.
·
Unsecured and unsubordinated obligations of Barclays Bank PLC
·
Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof
·
The Notes priced on May 24, 2019 (the "Pricing Date") and are expected to issue on or about May 30, 2019 (the "Issue Date").
Key Terms
Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus
supplement.
Issuer:
Barclays Bank PLC
Reference Asset*:
The S&P 500® Index (Bloomberg ticker symbol "SPX<Index>") (the "Underlier")
Payment at Maturity:
If the Underlier Return is greater than 0.00%, you will receive a cash payment on the Maturity Date per $1,000
principal amount Note that will provide a return equal to the Underlier Return, subject to the Maximum Return, calculated
as follows:
$1,000 + ($1,000 × the lesser of (a) Underlier Return and (b) Maximum Return)
If the Underlier Return is less than or equal to 0.00%, you will receive a cash payment on the Maturity Date per $1,000
principal amount Note equal to $1,000.
Any payment on the Notes, including any repayment of principal, is not guaranteed by any third party and is subject to
(a) the creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power (as described on
page PS- 3 of this pricing supplement) by the relevant U.K. resolution authority. See "Selected Risk Considerations"
and "Consent to U.K. Bail-in Power" in this pricing supplement and "Risk Factors" in the accompanying prospectus
supplement.
U.K. Bail-in Power
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the
Acknowledgment:
Notes, by acquiring the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by and consents to the
exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See "Consent to U.K. Bail-in Power" on
page PS-3 of this pricing supplement.
Maximum Return:
15.15%. For example, if the Underlier Return is greater than or equal to 15.15%, you will receive the Maximum Return of
15.15%, which entitles you to the maximum payment at maturity of $1,151.50 per $1,000 principal amount Note.
Underlier Return:
Final Underlier Value Initial Underlier Value
Initial Underlier Value
Initial Underlier Value: 2,826.06, which is the Closing Level of the Underlier on the Pricing Date
Final Underlier Value: The arithmetic average of the Closing Levels of the Underlier on the Averaging Dates (rounded to two decimal places)
Closing Level*:
Closing Level has the meaning set forth under "Reference Assets--Indices--Special Calculation Provisions" in the
prospectus supplement.
Averaging Dates:
May 16, 2022, May 17, 2022, May 18, 2022, May 19, 2022 and May 20, 2022. The final Averaging Date, May 20, 2022, is
the "Final Valuation Date."
Maturity Date:
May 25, 2022
Calculation Agent:
Barclays Bank PLC
CUSIP/ISIN:
06747MSN7 / US06747MSN73
*
If the Underlier is discontinued or if the sponsor of the Underlier fails to publish the Underlier, the Calculation Agent may select a successor
underlier or, if no successor underlier is available, will calculate the value to be used as the Closing Level of the Underlier. In addition, the
Calculation Agent will calculate the value to be used as the Closing Level of the Underlier in the event of certain changes in or modifications
to the Underlier. For more information, see "Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference
Asset" in the accompanying prospectus supplement.

Each Averaging Date may be postponed if that Averaging Date is not a scheduled trading day or if a market disruption event occurs on that
Averaging Date as described under "Reference Assets--Indices--Market Disruption Events for Securities with an Index of Equity Securities
as a Reference Asset" in the accompanying prospectus supplement. In addition, the Maturity Date will be postponed if that day is not a
business day or if the Final Valuation Date is postponed as described under "Terms of the Notes--Payment Dates" in the accompanying
prospectus supplement.
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Proceeds to Barclays Bank

Initial Issue Price1,2
Price to Public
Agent's Commission2
PLC
Per Note
$1,000
100%
2.00%
98.00%
Total
$2,438,000
$2,438,000
$48,760
$2,389,240
1
Our estimated value of the Notes on the Pricing Date, based on our internal pricing models, is $976.70 per Note. The estimated value
is less than the initial issue price of the Notes. See "Additional Information Regarding Our Estimated Value of the Notes" on page PS-
11 of this pricing supplement.
2
J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the Notes. The placement agents will
forgo fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales to accounts
other than such fiduciary accounts. The placement agents will receive a fee from the Issuer or one of its affiliates that will not exceed
$20.00 per Note.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S-7 of the prospectus supplement and "Selected
Risk Considerations" beginning on page PS-8 of this pricing supplement.
We may use this pricing supplement in the initial sale of the Notes. In addition, Barclays Capital Inc. or any other of our affiliates may use
this pricing supplement in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in
the confirmation of sale, this pricing supplement is being used in a market resale transaction.
The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the U.S. Securities and Exchange Commission
(the "SEC") nor any state securities commission has approved or disapproved of these Notes or determined that this pricing supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
The Notes constitute our unsecured and unsubordinated obligations. The Notes are not deposit liabilities of Barclays Bank PLC and are not
covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency or deposit insurance agency of the United States, the United Kingdom or any other jurisdiction.

J PM orga n
Pla c e m e nt Age nt

Additional Terms Specific to the Notes

You should read this pricing supplement together with the prospectus dated March 30, 2018, as supplemented by the prospectus supplement dated
July 18, 2016 and the index supplement dated July 18, 2016 relating to our Global Medium-Term Notes, Series A, of which these Notes are a part.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous
oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters
set forth under "Risk Factors" in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge
you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

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

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):

·
Prospectus dated March 30, 2018:
http://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.htm

·
Prospectus supplement dated July 18, 2016:
http://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

·
Index supplement dated July 18, 2016:
http://www.sec.gov/Archives/edgar/data/312070/000110465916133002/a16-14463_22424b3.htm

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

PS-2
Consent to U.K. Bail-in Power

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

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

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

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

PS-3
What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Underlier?

The following table and examples illustrate the hypothetical payment at maturity and the hypothetical total return on the Notes. The "total return"
as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000
principal amount Note to $1,000. The table and examples set forth below assume a hypothetical Initial Underlier Value of 100.00 and the Final
Underlier Values set forth below. The actual Initial Underlier Value is set forth under "Key Terms" above, and the actual Final Underlier Value
will be the arithmetic average of the Closing Levels of the Underlier on the Averaging Dates. The hypothetical Initial Underlier Value of 100.00
has been chosen for illustrative purposes only and does not represent the actual Initial Underlier Value. For historical Closing Levels of the
Underlier, see the historical information set forth under the section titled "The S&P 500® Index" below. Each hypothetical payment at maturity or
total return set forth below is for illustrative purposes only and may not be the actual payment at maturity or total return applicable to a purchaser
of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The table and examples below
do not take into account any tax consequences from investing in the Notes.

Final Underlier Value
Underlier Return
Payment at Maturity
Total Return on Notes
200.00
100.00%
$1,151.50
15.15%
190.00
90.00%
$1,151.50
15.15%
180.00
80.00%
$1,151.50
15.15%
170.00
70.00%
$1,151.50
15.15%
160.00
60.00%
$1,151.50
15.15%
150.00
50.00%
$1,151.50
15.15%
140.00
40.00%
$1,151.50
15.15%
130.00
30.00%
$1,151.50
15.15%
120.00
20.00%
$1,151.50
15.15%
115.15
15.15%
$1,151.50
15.15%
115.00
15.00%
$1,150.00
15.00%
110.00
10.00%
$1,100.00
10.00%
105.00
5.00%
$1,050.00
5.00%
100.00
0.00%
$1,000.00
0.00%
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95.00
-5.00%
$1,000.00
0.00%
90.00
-10.00%
$1,000.00
0.00%
85.00
-15.00%
$1,000.00
0.00%
80.00
-20.00%
$1,000.00
0.00%
70.00
-30.00%
$1,000.00
0.00%
60.00
-40.00%
$1,000.00
0.00%
50.00
-50.00%
$1,000.00
0.00%
40.00
-60.00%
$1,000.00
0.00%
30.00
-70.00%
$1,000.00
0.00%
20.00
-80.00%
$1,000.00
0.00%
10.00
-90.00%
$1,000.00
0.00%
0.00
-100.00%
$1,000.00
0.00%

Hypothetical Examples of Amount Payable at Maturity

The following examples illustrate how the payment at maturity and total return in different hypothetical scenarios are calculated.

Example 1: The value of the Underlier increases from the Initial Underlier Value of 100.00 to a Final Underlier Value of 160.00, resulting
in an Underlier Return of 60.00%.

Because the Underlier Return of 60.00% is positive and exceeds the Maximum Return of 15.15%, the investor receives a payment at maturity of
$1,151.50 per $1,000 principal amount Note, which is the maximum payment on the Notes.

The total return on the Notes is 15.15%, which is the Maximum Return.

Example 2: The value of the Underlier increases from the Initial Underlier Value of 100.00 to a Final Underlier Value of 105.00, resulting
in an Underlier Return of 5.00%.

Because the Underlier Return of 5.00% is positive and is less than the Maximum Return of 15.15%, the investor receives a payment at maturity of
$1,050.00 per $1,000 principal amount Note, calculated as follows:

$1,000 + ($1,000 × Underlier Return)

PS-4
$1,000 + ($1,000 × 5.00%) = $1,050.00

The total return on the Notes is 5.00%.

Example 3: The value of the Underlier decreases from the Initial Underlier Value of 100.00 to a Final Underlier Value of 50.00, resulting
in an Underlier Return of -50.00%.

Because the Underlier Return of -50.00% is negative, the investor receives a payment at maturity of $1,000.00 per $1,000 principal amount Note.

The total return on the Notes is 0.00%.

PS-5
Selected Purchase Considerations

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

·
You do not seek an investment that produces periodic interest or coupon payments or other sources of current income.

·
You anticipate that the Underlier Return will be positive, and you are willing and able to accept the risk that, if the Underlier Return is
negative, you will receive only the principal amount of your Notes.

·
You understand and accept that any potential return on the Notes is limited by the Maximum Return.

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·
You are willing and able to accept the risks associated with an investment linked to the performance of the Underlier, as explained in
more detail in the "Selected Risk Considerations" section of this pricing supplement.

·
You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the securities
composing the Underlier, nor will you have any voting rights with respect to the securities composing the Underlier.

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

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

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

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

·
You seek an investment that produces periodic interest or coupon payments or other sources of current income.

·
You anticipate that the Underlier Return will be negative, or you are unwilling or unable to accept the risk that, if it is, you will receive
only the principal amount of your Notes.

·
You seek an investment with uncapped exposure to any positive performance of the Underlier.

·
You are unwilling or unable to accept the risks associated with an investment linked to the performance of the Underlier, as explained in
more detail in the "Selected Risk Considerations" section of this pricing supplement.

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

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

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

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

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

PS-6
Tax Consequences

You should review carefully the sections entitled "Material U.S. Federal Income Tax Consequences--Tax Consequences to U.S. Holders--Notes
Treated as Indebtedness for U.S. Federal Income Tax Purposes" and, if you are a non-U.S. holder, "--Tax Consequences to Non-U.S. Holders," in
the accompanying prospectus supplement. The discussion below applies to you only if you are an initial purchaser of the Notes; if you are a
secondary purchaser of the Notes, the tax consequences to you may be different. In the opinion of our special tax counsel, Davis Polk & Wardwell
LLP, the Notes should be treated as debt instruments for U.S. federal income tax purposes. The remainder of this discussion assumes that this
treatment is correct.

Assuming the treatment described above is correct, and based on current market conditions, in the opinion of our special tax counsel, the Notes
should be treated as "contingent payment debt instruments" for U.S. federal income tax purposes, as described under "--Contingent Payment Debt
Instruments" in the accompanying prospectus supplement. The remainder of this discussion assumes that this treatment is correct. Regardless of
your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue taxable interest income in each year on a
constant yield to maturity basis at the "comparable yield," as determined by us, even though we will not be required to make any payment with
respect to the Notes prior to maturity. Upon a sale or exchange (including redemption at maturity), you generally will recognize taxable income or
loss equal to the difference between the amount received from the sale or exchange and your adjusted tax basis in the Notes. You generally must
treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss. The
deductibility of capital losses is subject to limitations.
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The discussions herein and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to special tax
accounting rules under Section 451(b).

You should consult your tax advisor regarding the U.S. federal tax consequences of an investment in the Notes, as well as tax consequences arising
under the laws of any state, local or non-U.S. taxing jurisdiction.

Non-U.S. Holders. We do not believe that non-U.S. holders should be required to provide a Form W-8 in order to avoid 30% U.S. withholding tax
with respect to the excess (if any) of the Payment at Maturity over the face amount of the Notes, although the Internal Revenue Service (the "IRS")
could challenge this position. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8 or other
documentation in order to establish an exemption from backup withholding, as described under the heading "--Information Reporting and Backup
Withholding" in the accompanying prospectus supplement. If any withholding is required, we will not be required to pay any additional amounts
with respect to amounts withheld.

You should review the section entitled "Material U.S. Federal Income Tax Consequences--Tax Consequences to Non-U.S. Holders--Foreign
Account Tax Compliance Withholding" in the accompanying prospectus supplement. The discussion in that section is modified to reflect
regulations proposed by the U.S. Treasury Department indicating an intent to eliminate the requirement under FATCA of withholding on gross
proceeds (other than amounts treated as interest) of the disposition of financial instruments. The U.S. Treasury Department has indicated that
taxpayers may rely on these proposed regulations pending their finalization.

The discussions in the preceding paragraphs, when read in combination with the sections entitled "Material U.S. Federal Income Tax
Consequences--Tax Consequences to U.S. Holders--Notes Treated as Indebtedness for U.S. Federal Income Tax Purposes" and, if you are a non-
U.S. holder, "--Tax Consequences to Non-U.S. Holders," in the accompanying prospectus supplement, constitute the full opinion of Davis Polk &
Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of the notes.

If the notes were priced as of the date of this preliminary pricing supplement, the "comparable yield" for the notes would be a rate of 2.94% per
annum (compounded semi-annually); however, the comparable yield will be determined on the pricing date and may be significantly higher or
lower than the comparable yield set forth above. Based on the comparable yield set forth above, the "projected payment schedule" for a note
(assuming an issue price of $1,000) consists of a single projected amount equal to $1,091.07 due at maturity. The actual comparable yield and the
projected payment schedule for the notes will be completed on the pricing date and updated in the final pricing supplement.

The following table states the amount of original issue discount (without taking into account any adjustment to reflect the difference, if any,
between the actual and the projected amount of the contingent payment on a note) that will be deemed to have accrued with respect to a note for
each accrual period based upon the comparable yield and projected payment schedule set forth above.

PS-7
Comparable Yield and Projected Payment Schedule

We have determined that the "comparable yield" is an annual rate of 2.94%, compounded semiannually. Based on our determination of the
comparable yield, the "projected payment schedule" per $1,000 principal amount note consists of a single payment at maturity, equal to $91.06.
Assuming a semiannual accrual period, the following table sets out the amount of OID that will accrue with respect to a note during each calendar
period, based upon our determination of the comparable yield and projected payment schedule.

Accrued OID During
Total Accrued OID from Original
Calendar Period
Issue Date (Per $1,000 Principal
Calendar Period
(Per $1,000 Principal
Amount Note) as of End of
Amount Note)
Calendar Period
May 30, 2019 through
$17.19
$17.19
December 31, 2019
January 1, 2020 through
$30.13
$47.32
December 31, 2020
January 1, 2021 through
$31.02
$78.34
December 31, 2021
January 1, 2022 through May
$12.73
$91.06
25, 2022

Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual cash settlement
amount that we will pay on the notes. The amount you actually receive at maturity or earlier sale or exchange of your notes will affect
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your income for that year, as described above under "Tax Consequences."

PS-8
Selected Risk Considerations

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Underlier or any of the
securities composing the Underlier. These risks are explained in more detail in the "Risk Factors" section of the prospectus supplement, including
but not limited to the risk factors discussed under the following headings:

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

·
"Risk Factors--Additional Risks Relating to Securities with Reference Assets That Are Equity Securities, Indices of Equity Securities or
Exchange-Traded Funds that Hold Equity Securities."

In addition to the risks discussed under the headings above, you should consider the following:

·
You May Receive No More Than the Principal Amount of Your Notes -- If the Underlier Return is less than or equal to 0.00%, you
will receive only the principal amount of your Notes. Therefore, you may not receive a return on the Notes. Even if the Underlier Return
is greater than 0.00%, the return on the Notes may be less than the amount that would be paid on a conventional debt security of the
Issuer of comparable maturity if the Underlier does not appreciate sufficiently over the term of the Notes.

·
Your Maximum Gain on the Notes Is Limited to the Maximum Return -- Any positive return on your Notes will not exceed a
predetermined percentage of the principal amount, regardless of the appreciation in the value of the Underlier, which may be significant.
We refer to this percentage as the Maximum Return, which is equal to 15.15%.

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

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

·
No Interest Payments -- As a holder of the Notes, you will not receive interest payments.

·
Payment of the Principal Amount Applies Only at Maturity -- You should be willing to hold your Notes to maturity. Although the
Notes provide for repayment of the principal amount of your Notes at maturity, if you sell your Notes prior to maturity in the secondary
market, if any, you may have to sell your Notes at a price that is less than the principal amount even if at that time the value of the
Underlier has increased from the Initial Underlier Value. See "Many Economic and Market Factors Will Impact the Value of the Notes"
below.

·
Lack of Liquidity -- The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank
PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market
making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a
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secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the
Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade
your Notes is likely to depend on the price, if

PS-9
any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to
be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

·
The Final Underlier Value Is Not Based on the Value of the Underlier at Any Time Other Than the Averaging Dates -- The Final
Underlier Value will be based solely on the arithmetic average of the Closing Levels of the Underlier on the Averaging Dates and the
payment at maturity will be based solely on the Final Underlier Value relative to the Initial Underlier Value. Therefore, if the value of the
Underlier has declined as of one or more of the Averaging Dates, the payment at maturity may be significantly less than it would
otherwise have been had the Final Underlier Value been determined at a time prior to such decline or after the value of the Underlier has
recovered. Although the value of the Underlier on the Maturity Date or at other times during the term of your Notes may be higher than
the Closing Level of the Underlier on the Averaging Dates, you will not benefit from the value of the Underlier at any time other than on
the Averaging Dates.

·
Owning the Notes Is Not the Same as Owning the Securities Composing the Underlier -- The return on your Notes may not reflect
the return you would realize if you actually owned the securities composing the Underlier. For instance, as a holder of the Notes, you will
not have voting rights, rights to receive cash dividends or any other distributions or other rights that holders of the securities composing
the Underlier would have.

·
The Underlier Reflects the Price Return of the Securities Composing the Underlier, Not the Total Return -- The return on the
Notes is based on the performance of the Underlier, which reflects changes in the market prices of the securities composing the Underlier.
The Underlier is not a "total return" index that, in addition to reflecting those price returns, would also reflect dividends paid on the
securities composing the Underlier. Accordingly, the return on the Notes will not include such a total return feature.

·
Many Economic and Market Factors Will Impact the Value of the Notes -- In addition to the value of the Underlier on any day, the
value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:

o
the expected volatility of the Underlier;

o
the time to maturity of the Notes;

o
the dividend rates on the securities composing the Underlier;

o
interest and yield rates in the market generally;

o
supply and demand for the Notes;

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

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

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

·
The Estimated Value of Your Notes Might Be Lower if Such Estimated Value Were Based on the Levels at Which Our Debt
Securities Trade in the Secondary Market -- The estimated value of your Notes on the Pricing Date is based on a number of variables,
including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities trade in
the secondary market. As a result of this difference, the estimated value referenced above might be lower if such estimated value were
based on the levels at which our benchmark debt securities trade in the secondary market.

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

·
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary
Market, if Any, and Such Secondary Market Prices, if Any, Will Likely Be Lower Than the Initial Issue Price of Your Notes and
May Be Lower Than the Estimated Value of Your Notes -- The estimated value of the Notes will not be a prediction of the prices at
which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market
transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Notes in
the secondary market at any time will be influenced by many

PS-10
factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially
less than our estimated value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our
debt securities trade in the secondary market, and do not take into account our various costs related to the Notes such as fees,
commissions, discounts, and the costs of hedging our obligations under the Notes, secondary market prices of your Notes will likely be
lower than the initial issue price of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties
may be willing to purchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you paid for
your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.

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

·
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect Your Notes in
Various Ways and Create Conflicts of Interest -- We and our affiliates play a variety of roles in connection with the issuance of the
Notes, as described below. In performing these roles, our and our affiliates' economic interests are potentially adverse to your interests as
an investor in the Notes.

In connection with our normal business activities and in connection with hedging our obligations under the Notes, we and our affiliates
make markets in and trade various financial instruments or products for our accounts and for the account of our clients and otherwise
provide investment banking and other financial services with respect to these financial instruments and products. These financial
instruments and products may include securities, derivative instruments or assets that may relate to the Underlier or its components. In any
such market making, trading and hedging activity, investment banking and other financial services, we or our affiliates may take positions
or take actions that are inconsistent with, or adverse to, the investment objectives of the holders of the Notes. We and our affiliates have
no obligation to take the needs of any buyer, seller or holder of the Notes into account in conducting these activities. Such market making,
trading and hedging activity, investment banking and other financial services may negatively impact the value of the Notes.

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

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

PS-11
The S&P 500® Index

The Underlier consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information
about the Underlier, see "Indices--The S&P U.S. Indices" in the accompanying index supplement, as supplemented by the following updated
information. Beginning in June 2016 (or July 2017, in the case of IEX), U.S. common equities listed on Cboe BZX, Cboe BYX, Cboe EDGA,
Cboe EDGX or IEX were added to the universe of securities that are eligible for inclusion in the Underlier. Effective March 2017, the minimum
unadjusted company market capitalization for potential additions to the Underlier was increased to $6.1 billion from $5.3 billion and, effective
February 2019, was further increased to $8.2 billion. In addition, as of July 2017, the securities of companies with multiple share class structures
are no longer eligible to be added to the Underlier, but securities already included in the Underlier have been grandfathered and are not affected by
this change.

Historical Information

The graph below sets forth the historical performance of the Underlier from January 2, 2014 to May 24, 2019, based on the daily Closing Levels of
the Underlier. The Closing Level of the Underlier on May 24, 2019 was 2,826.06.

We obtained the Closing Levels of the Underlier from Bloomberg Professional® service, without independent verification. Historical performance
of the Underlier should not be taken as an indication of future performance. Future performance of the Underlier may differ significantly from
historical performance, and no assurance can be given as to the Closing Level of the Underlier during the term of the Notes, including on any of the
Averaging Dates. We cannot give you assurance that the performance of the Underlier will result in a payment at maturity in excess of the principal
amount.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

Certain Employee Retirement Income Security Act Considerations

Your purchase of a Note in an Individual Retirement Account (an "IRA"), will be deemed to be a representation and warranty by you, as a
fiduciary of the IRA and also on behalf of the IRA, that (i) neither the Issuer, the placement agent nor any of their respective affiliates has or
exercises any discretionary authority or control or acts in a fiduciary capacity with respect to the IRA assets used to purchase the Note or renders
investment advice (within the meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act ("ERISA")) with respect to any
such IRA assets and (ii) in connection with the purchase of the Note, the IRA will pay no more than "adequate consideration" (within the meaning
of Section 408(b)(17) of ERISA) and in connection with any redemption of the Note pursuant to its terms will receive at least adequate
consideration, and, in making the foregoing representations and warranties, you have (x) applied sound business principles in determining whether
fair market value will be paid, and (y) made such determination acting in good faith.
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Document Outline

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