Obbligazione Jeffries & Co. 4.85% ( US47233JAG31 ) in USD

Jeffries & Co.

100 USD ▲

Stati Uniti

US47233JAG31 ( in USD )

4.85% per anno ( pagato 2 volte l'anno)

15/01/2027

Prospetto opuscolo dell'obbligazione Jefferies Group US47233JAG31 en USD 4.85%, scadenza 15/01/2027

5 000 USD

750 000 000 USD

47233JAG3

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/01/2026 ( In 127 giorni )

Jefferies Group LLC è una banca d'investimento globale che offre servizi di intermediazione, gestione patrimoniale e ricerca finanziaria a clienti istituzionali e privati.

The Obbligazione issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JAG31, pays a coupon of 4.85% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/01/2027

The Obbligazione issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JAG31, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Jeffries & Co. ( United States ) , in USD, with the ISIN code US47233JAG31, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-209385 and 333-209385-01
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of each Class of
Amount
Offering Price
Aggregate
Amount of
Securities to be Registered

to be Registered

Per Unit

Offering Price

Registration Fee
4.850% Senior Notes due 2027

$750,000,000

99.406%

$745,545,000

$86,409(1)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECT U S SU PPLEM EN T
(To prospectus dated February 4, 2016)
$ 7 5 0 ,0 0 0 ,0 0 0

J e ffe rie s Group LLC
4.850% SENIOR NOTES DUE 2027

Jefferies Group LLC and Jefferies Group Capital Finance Inc. are offering $750,000,000 aggregate principal amount of our 4.850% Senior Notes
due 2027 (the "Notes").
Maturity The Notes will mature on January 15, 2027.
Interest We will pay interest on the Notes in cash semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2017
(short first coupon).
Ranking The Notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness.
Optional Redemption We may redeem some or all of the Notes at any time at the redemption price described in this prospectus supplement.
The Notes will be issued only in registered form in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000.
We have applied to list the Notes on the New York Stock Exchange (the "NYSE"), and we expect trading in the Notes on the NYSE to begin
within 30 days after the original issue date.
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 S-4 of t his
prospe c t us supple m e nt .

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PROCEEDS, BEFORE

PU BLI C OFFERI N G PRI CE (1)

U N DERWRI T I N G DI SCOU N T

EX PEN SES, T O U S
Per Note

99.406%

0.450%

98.956%
Notes Total
$
745,545,000
$
3,375,000
$
742,170,000

(1) Plus accrued interest from January 17, 2017, if settlement occurs after that date.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us supple m e nt a nd
prospe c t us 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 .
The underwriters expect to deliver the Notes in book-entry form only through The Depository Trust Company, including for the accounts of
Euroclear and Clearstream, against payment in New York, New York on January 17, 2017.
Sole Book-Running Manager
J e ffe rie s
Senior Co-Managers

De ut sc he Ba nk Se c urit ie s
H SBC

N a t ix is
Co-Managers

Cit igroup

U S Ba nc orp
Prospectus supplement dated January 9, 2017.

Table of Contents
T ABLE OF CON T EN T S

PROSPECT U S SU PPLEM EN T
PAGE
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT AND PROSPECTUS
S-iii
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
S-iv
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-4
USE OF PROCEEDS
S-5
CAPITALIZATION
S-6
DESCRIPTION OF THE NOTES
S-7
UNDERWRITING
S-14
CONFLICT OF INTEREST
S-19
LEGAL MATTERS
S-20
EXPERTS
S-21
WHERE YOU CAN FIND MORE INFORMATION
S-22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-23
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PROSPECT U S SU PPLEM EN T , DAT ED AU GU ST 5 , 2 0 1 6

PROSPECT U S

SUMMARY

1
RISK FACTORS

4
WHERE YOU CAN FIND MORE INFORMATION

7
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

8
DESCRIPTION OF SECURITIES WE MAY OFFER

9
DEBT SECURITIES

9
WARRANTS

18
PURCHASE CONTRACTS

21
UNITS

23
FORM EXCHANGE AND TRANSFER

26
BOOK-ENTRY PROCEDURES AND SETTLEMENT

29
RATIO OF EARNINGS TO FIXED CHARGES

32
USE OF PROCEEDS

33
PLAN OF DISTRIBUTION

34
CONFLICTS OF INTEREST

35
MARKET-MAKING AND PRINCIPAL RESALES BY AFFILIATES

36
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

37
CERTAIN ERISA CONSIDERATIONS

48
LEGAL MATTERS

50
EXPERTS

51

Table of Contents
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 prospe c t us
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 prospe c t us
supple m e nt or t he a c c om pa nying prospe c t us a nd 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 prospe c t us supple m e nt .

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I M PORT AN T N OT I CE ABOU T I N FORM AT I ON I N T H I S PROSPECT U S
SU PPLEM EN T AN D T H E ACCOM PAN Y I N G PROSPECT U S SU PPLEM EN T AN D PROSPECT U S
This document is in three parts. The first part is the prospectus supplement, which describes the specific terms of the Notes being
offered. The second part, the prospectus supplement dated August 5, 2016, shows immaterial correcting adjustments to our
historical Consolidated Statements of Cash Flows for the three months ended February 29, 2016, the year ended November 30,
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2015, the nine months ended August 31, 2015, the three months ended February 28, 2015, the year ended November 30, 2014,
the nine months ended November 30, 2013 and the three months ended February 28, 2013. The third part, the base prospectus,
gives more general information, some of which may not apply to the Notes being offered. Generally, when we refer only to the
prospectus, we are referring to all three parts combined, and when we refer to the accompanying prospectus, we are referring to
the base prospectus together with the accompanying prospectus supplement dated August 5, 2016.
If the description of the Notes varies between this prospectus supplement and the accompanying prospectus supplement and
prospectus, you should rely on the information in the prospectus supplement.

S-iii
Table of Contents
SPECI AL N OT E ON FORWARD-LOOK I N G ST AT EM EN T S
This prospectus supplement and the accompanying prospectus supplement and prospectus 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 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 this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2015 filed
with the U.S. Securities and Exchange Commission, or the SEC, on January 29, 2016, as amended by our Form 10-K/A filed with
the SEC on March 11, 2016, and in our Quarterly Reports on Form 10-Q for the quarterly periods ended February 29,
2016, May 31, 2016 and August 31, 2016, filed with the SEC on April 8, 2016, July 8, 2016 and October 5, 2016, 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.

S-iv
Table of Contents
PROSPECT U S SU PPLEM EN T SU M M ARY
This summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus
as further described below under "Incorporation of Certain Information by Reference". This summary does not contain all the
information that you should consider before investing in the securities being offered by this prospectus. You should carefully
read the entire prospectus, any applicable prospectus supplement and the documents incorporated by reference into this
prospectus and any applicable prospectus supplement.
Unless otherwise specified, the terms "Issuers," "we," "our," and "us" as used herein, refer to Jefferies Group LLC and Jefferies
Group Capital Finance Inc., its wholly-owned subsidiary, as Co-Issuers of the securities offered hereby. The terms the
"Company" and "Jefferies Group" refers to Jefferies Group LLC, alone. Jefferies Group Capital Finance Inc. has nominal
assets, conducts no operations and was formed in 2016 for the sole purpose of co-issuing securities, including the Notes, with
Jefferies Group. Jefferies Group is a holding company that conducts almost all of its operations through its subsidiaries and a
significant portion of its consolidated assets are held by its subsidiaries. Accordingly, all financial and operating data presented
in this prospectus are those of Jefferies Group on a consolidated basis. The Issuers will be jointly and severally liable for all
obligations under the Notes offered hereby.
About U s
Jefferies Group and its subsidiaries operate as a global full service, integrated securities and investment banking firm. The
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424B5
Company's principal operating subsidiary, Jefferies LLC, was founded in the U.S. in 1962 and its first international operating
subsidiary, Jefferies International Limited, was established in the U.K. in 1986. On March 1, 2013, Jefferies Group, Inc.
converted into a limited liability company (renamed Jefferies Group LLC) and became an indirect wholly-owned subsidiary of
Leucadia National Corporation ("Leucadia"). Richard Handler, the Company's Chief Executive Officer and Chairman, is also the
Chief Executive Officer of Leucadia, as well as a director of Leucadia. Brian P. Friedman, the Chairman of the Company's
Executive Committee, is also Leucadia's President and a director of Leucadia. Jefferies Group LLC retains a credit rating
separate from Leucadia and is an SEC reporting company, filing annual, quarterly and periodic reports.
The Company currently operates in two business segments, Capital Markets and Asset Management. Its Capital Markets
reportable segment, which principally represents the Company's entire business, consists of the Company's securities trading
activities and its investment banking activities. The Capital Markets reportable segment provides the sales, trading and/or
origination and execution effort for various equity, fixed income, foreign exchange and advisory products and services. The
Asset Management segment includes asset management activities and related services.
The Company's global headquarters and executive offices are located at 520 Madison Avenue, New York, New York 10022.
The Company also has regional headquarters in London and Hong Kong. Its primary telephone number is (212) 284-2550 and
its Internet address is jefferies.com. Information on its website is not incorporated by reference into, and should not be deemed
to constitute a part of, this prospectus. Jefferies Group Capital Finance Inc. (the "Co-Issuer") is a Delaware corporation that
was formed in 2016 for the sole purpose of co-issuing securities with Jefferies Group, including the securities offered hereby.
Re c e nt De ve lopm e nt s
On December 20, 2016, Jefferies Group LLC announced its financial results for its fiscal fourth quarter of 2016:

?
Total Equities and Fixed Income Net Revenues of $325 million

?
Investment Banking Net Revenues of $415 million

?
Total Net Revenues of $742 million

S-1
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?
Earnings Before Income Taxes of $97 million

?
Net Earnings of $87 million (effective tax rate 9.8%)
For the year ended November 30, 2016:

?
Total Equities and Fixed Income Net Revenues of $1,190 million

?
Investment Banking Net Revenues of $1,194 million

?
Total Net Revenues of $2,415 million

?
Earnings Before Income Taxes of $30 million

?
Net Earnings of $15 million (effective tax rate 48.6%)
Amounts herein pertaining to November 30, 2016 represent a preliminary estimate as of the date of the earnings release and
may be revised in our Annual Report on Form 10-K for the year ended November 30, 2016.
The above preliminary financial data included in this prospectus supplement has been prepared by and is the responsibility of
Jefferies' management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with
respect to the accompanying preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion
or any other form of assurance with respect thereto.

S-2
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Table of Contents
T H E OFFERI N G
The summary below contains basic information about the Notes. It does not contain all the information that is important to you.
For a more complete understanding of the Notes, please refer to the section of this prospectus supplement entitled "Description
of the Notes" and the accompanying prospectus.

I ssue rs
Jefferies Group LLC, a Delaware limited liability company, and Jefferies Group
Capital Finance Inc., a Delaware corporation and wholly-owned subsidiary of
Jefferies Group. Jefferies Group Capital Finance Inc. has nominal assets,
conducts no operations and was formed in 2016 for the sole purpose of co-
issuing securities, including the Notes, with Jefferies Group.

Se c urit ie s Offe re d
$750,000,000 aggregate principal amount of our 4.850% Senior Notes due
2027

M a t urit y
The Notes will mature on January 15, 2027.

I ssue Da t e
January 17, 2017

I nt e re st
Interest will accrue on the Notes at a rate of 4.850% per year from the issue
date, payable semi-annually in arrears on January 15 and July 15 of each
year, beginning July 15, 2017 (short first coupon).

Ra nk ing
The Notes will be our senior unsecured obligations and will rank equally in
right of payment with all of our other senior unsecured indebtedness.

Opt iona l Re de m pt ion
We may redeem some or all of the Notes at any time prior to maturity at the
redemption price described in this prospectus supplement. See "Description of
the Notes--Optional Redemption."

Cove na nt s
The Indenture governing the Notes contains certain covenants. See
"Description of the Notes--Covenants."

U se of Proc e e ds
We intend to use the proceeds of this offering for general corporate purposes,
including the further development and diversification of our businesses. Please
see "Use of Proceeds."

List ing
We have applied to list the Notes on the NYSE. We expect trading in the
Notes on the NYSE to begin within 30 days after the original issue date.

Conflic t of int 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 interests and will be conducted in accordance
with the requirements of Rule 5121. See "Conflict of Interest."

S-3
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RI SK FACT ORS
In addition to the other information contained and incorporated by reference in this prospectus supplement and the accompanying
prospectus supplement and prospectus, including the section entitled "Risk Factors" in our Annual Report on Form 10-K filed with
the SEC on January 29, 2016, as amended by our Form 10-K/A filed with the SEC on March 11, 2016, and in our Quarterly
Reports on Form 10-Q filed with the SEC on July 8, 2016 and October 5, 2016, as may be supplemented by other documents
incorporated by reference into this prospectus supplement or the accompanying prospectus supplement and prospectus, 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
In the absence of an active trading market for the Notes, you may not be able to resell them.
We can offer no assurance as to the liquidity of the market for the Notes, your ability to sell the Notes or the price at which you
may be able to sell them. Future trading prices of the Notes will depend on many factors, including, among other things, prevailing
interest rates, our operating results, our credit ratings and the market for similar securities. Jefferies LLC has advised us that it
currently intends to make a market in the Notes. However, Jefferies LLC is not obligated to do so and it may discontinue any
market making at any time without notice.
We may redeem the Notes before maturity, and you may be unable to reinvest the proceeds at the same or a higher rate
of return.
We may redeem all or a portion of the Notes at any time at the applicable redemption price described in this prospectus
supplement under "Description of the Notes--Optional Redemption." If a redemption occurs, you may be unable to reinvest the
money you receive in the redemption at a rate that is equal to or higher than the rate of return on the Notes.
The Notes will be effectively subordinated to liabilities of our subsidiaries.
The Notes will be the obligations of Jefferies Group LLC and Jefferies Group Capital Finance Inc. exclusively and will not be
guaranteed by any of our other subsidiaries or secured by any of our properties or assets. Jefferies Group LLC is a holding
company. Jefferies Group Capital Finance Inc. is a 100%-owned finance subsidiary of Jefferies Group LLC with nominal assets
which conducts no operations. We conduct almost all of our operations through our subsidiaries and a significant portion of our
consolidated assets are held by our subsidiaries. Accordingly, our cash flow and our ability to service debt, including the Notes, is
in large part dependent upon the results of operations of our subsidiaries and upon the ability of our subsidiaries to provide us cash
(whether in the form of dividends, loans or otherwise) to pay amounts due in respect of our obligations, to pay any amounts due on
the Notes or to make any funds available to pay such amounts. In addition, dividends, loans and other distributions from our
subsidiaries to us are subject to restrictions imposed by law, including minimum net capital requirements, are contingent upon
results of operations of such subsidiaries and are subject to various business considerations.
The Notes will be effectively subordinated as a claim against the assets of our subsidiaries to all existing and future liabilities of
those subsidiaries (including indebtedness, guarantees, customer and counterparty obligations, trade payables, lease obligations
and letter of credit obligations). Therefore, our rights and the rights of our creditors, including the holders of the Notes, to participate
in the assets of any subsidiary upon its liquidation or reorganization will be subject to the prior claims of its creditors, except to the
extent that we or they may be a creditor with recognized claims against the subsidiary.
Changes in Jefferies Group LLC's credit ratings may affect the trading value of the Notes.
Jefferies Group LLC's credit ratings are an assessment of Jefferies Group LLC's ability to pay its obligations. Consequently, real or
anticipated changes in Jefferies Group LLC's credit ratings may affect the trading value of the Notes. A credit rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating
organization. No person is obligated to maintain any rating on the Notes, and, accordingly, we cannot assure you that the ratings
assigned to the Notes will not be lowered or withdrawn by the assigning rating organization at any time thereafter.

S-4
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U SE OF PROCEEDS
We estimate that the aggregate net proceeds from the issuance and sale of the Notes, after deducting the underwriting discount
and expenses relating to the offering, will be approximately $741,695,000. We intend to use the proceeds of this offering for
general corporate purposes, including the further development and diversification of our businesses.

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CAPI T ALI Z AT I ON
The following table sets forth our capitalization as of August 31, 2016 on an actual basis and as adjusted to give effect to the
issuance and sale of the Notes offered hereby.

AS OF

AU GU ST 3 1 , 2 0 1 6

(U na udit e d, in t housa nds)

ACT U AL

AS ADJ U ST ED
Long-t e rm de bt (1)

5.125% Senior Notes, due April 13, 2018 (effective interest rate of 3.46%)

$
820,974
$
820,974
8.5% Senior Notes, due July 15, 2019 (effective interest rate of 4.00%)

785,411

785,411
2.375% Euro Medium Term Notes, due May 20, 2020 (effective rate of 2.42%)

555,962

555,962
6.875% Senior Notes, due April 15, 2021 (effective interest rate of 4.40%)

827,601

827,601
2.25% Euro Medium Term Notes, due July 13, 2022 (effective rate of 4.08%)

4,035

4,035
5.125% Senior Notes, due January 20, 2023 (effective interest rate of 4.55%)

619,000

619,000
6.45% Senior Debentures, due June 8, 2027 (effective interest rate of 5.46%)

378,292

378,292
3.875% Convertible Senior Debentures, due November 1, 2029 (effective interest rate of
3.50%)

346,473

346,473
6.25% Senior Debentures, due January 15, 2036 (effective interest rate of 6.03%)

512,481

512,481
6.50% Senior Notes, due January 20, 2043 (effective interest rate of 6.09%)

421,415

421,415
Structured Notes (2)(3)

211,094

211,094
4.850% Senior Notes due January 15, 2027 offered hereby

--

745,545

Total long-term debt

$ 5,482,738
$
6,228,283

Long-term Debt (1)(2)

$ 5,476,066
$
6,221,611
Total Equity

5,326,592

5,326,592

Total Long-Term Capital

$10,802,658
$
11,548,203

(1) Does not reflect (i) the issuance and sale of $50 million aggregate principal amount of our Fixed Rate Step-Up Callable Notes, due October 31, 2031 in
October 2016, or (ii) the issuance and sale of $10 million aggregate principal amount of our Fixed Rate Step-Up Callable Notes, due November 29,
2028 in November 2016.
(2) Long-term debt for purposes of evaluating long-term capital at August 31, 2016 excludes $6.7 million of our Structured Notes, as these notes are
puttable on May 4, 2017.
(3) Includes $204.4 million of fair value at August 31, 2016.

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Table of Contents
DESCRI PT I ON OF T H E N OT ES
Please note that in this section entitled "Description of the Notes", unless otherwise specified, the terms "Issuers," "we," "our," and
"us," as used herein, refer to Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly-owned subsidiary, as Co-
Issuers of the Notes offered hereby. The terms the "Company" and "Jefferies Group" refer to Jefferies Group LLC, alone. Jefferies
Group Capital Finance Inc. is a 100%-owned finance subsidiary of Jefferies Group LLC with nominal assets which conducts no
operations. The Issuers will be jointly and severally liable for all obligations under the Notes offered hereby. Also, in this section,
references to holders mean those who own Notes registered in their own names, on the books that we or the indenture trustee
maintains for this purpose, and not those who own beneficial interests in Notes registered in street name or in Notes issued in
book-entry form through one or more depositaries. Owners of beneficial interests in the Notes should read the section below
entitled "Book Entry, Delivery and Form" and the section in the accompanying prospectus entitled "Book-Entry Procedures and
Settlement."
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Ge ne ra l
The following description of the Notes we are offering supplements, and to the extent inconsistent therewith supersedes, the
description of the general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and
prospectus. We refer you to that description.
We will issue the Notes under an indenture dated as of May 26, 2016 between Jefferies Group, Jefferies Group Capital Finance
Inc. and The Bank of New York Mellon, as trustee. Jefferies Group and its subsidiaries have normal banking relationships with The
Bank of New York Mellon.
We cannot assure you that an active public market for the Notes will develop. The absence of an active public trading market could
have an adverse effect on the liquidity and value of the Notes.
We may from time to time, without giving notice to or seeking the consent of the holders of the Notes, issue additional Notes having
the same ranking and the same interest rate, maturity and other terms, except for the issue price and the issue date. Any such
additional Notes having such similar terms, together with the Notes offered hereby, will constitute a single series with the Notes
under the indenture.
Princ ipa l, M a t urit y a nd I nt e re st
The initial aggregate principal amount of the Notes is $750,000,000. The Notes will mature on January 15, 2027. The Notes will
bear interest at the applicable rate per annum shown on the cover page of this prospectus supplement.
Interest on the Notes will accrue from January 17, 2017, or from the most recent interest payment date to which interest has been
paid or provided for. We will pay interest on the Notes on January 15 and July 15 of each year, commencing July 15, 2017 to
holders of record at the close of business on the immediately preceding January 1 and July 1.
Interest will be calculated on the basis of a 360-day year comprising twelve 30-day months. Interest on the Notes will be paid by
check mailed to the persons in whose names the Notes are registered at the close of business on the applicable record date or, at
our option, by wire transfer to accounts maintained by such persons with a bank located in the United States. The principal of the
Notes will be paid upon surrender of the Notes at the corporate trust office of the trustee. For so long as the Notes are represented
by global Notes, we will make payments of interest by wire transfer to The Depository Trust Company (DTC) or its nominee, which
will distribute payments to beneficial holders in accordance with its customary procedures. We will not pay additional amounts for
taxes, as described in "Description of Debt Securities--Payment of Additional Amounts."
The Notes are not entitled to any sinking fund. The provisions of the indenture described in the accompanying prospectus under
"Description of Debt Securities--Defeasance" will apply to the Notes.

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Ra nk ing
The Notes will be senior unsecured obligations, each ranking equally with all of our existing and future senior indebtedness and
senior to any future subordinated indebtedness.
Opt iona l Re de m pt ion
The Notes will be redeemable, in whole at any time or in part from time to time, at our option at a redemption price equal to the
greater of:
(i) 100% of the principal amount of the Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such
portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below),
plus 40 basis points, plus accrued interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the
relevant record date according to the Notes and the Indenture.
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424B5
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the
Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if
the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or
(iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (i) Jefferies LLC (or its affiliates that are Primary Treasury Dealers) and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), we will substitute therefore another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and its redemption date, the
average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such reference treasury dealer at
5:00 p.m., New York City time, on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price of such redemption date.
Notice of any redemption will be sent at least 30 days but not more than 60 days before the redemption date to each registered
holder of the Notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all the Notes are to be redeemed,
the Notes shall be selected in accordance with the procedures of DTC.

S-8
Table of Contents
Cove na nt s
Limitations on Liens. The indenture provides that we will not, and will not permit any material subsidiary to, incur, issue, assume or
guarantee any indebtedness for borrowed money if such indebtedness is secured by a pledge of, lien (other than permitted liens)
on, or security interest in any voting stock of any material subsidiary, without effectively providing that each series of senior debt
securities and, at our option, any other indebtedness ranking equally and ratably with such indebtedness, is secured equally and
ratably with (or prior to) such other secured indebtedness. The indenture defines material subsidiary to be any subsidiary that
represents 5% or more of our consolidated net worth as of the date of determination.
Limitations on Mergers and Sales of Assets. The indenture provides that neither Jefferies Group LLC nor Jefferies Group Capital
Finance Inc. will merge into, consolidate with or convert into, or convey, transfer or lease its assets substantially as an entirety, and
another person may not consolidate with, merge into or convert into either Issuer, unless:

?
either (1) such Issuer is the continuing corporation, or (2) the successor corporation, if other than such Issuer, is a

domestic corporation, partnership or trust and expressly assumes by supplemental indenture the obligations evidenced by
the securities issued pursuant to the indenture;

?
immediately after the transaction, there would not be any default in the performance of any covenant or condition of the

indenture;

?
if as a result of such consolidation or merger or conversion or such conveyance, an Issuer's assets or properties would
become subject to a pledge, lien or other similar encumbrance which would not be permitted under the indenture, such

Issuer or its successor takes steps as necessary to effectively secure the securities equally and ratably with (or prior to)
all indebtedness secured thereby; and

?
we have delivered an officers' certificate and an opinion of counsel to the trustee as required under the indenture.
For purposes of the indenture, "corporation" is defined to include a corporation, association, company (including a limited liability
company), joint-stock company, business trust or other similar entity.
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Document Outline

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