Obligation JPMorgan Chase 0% ( NL0010972287 ) en USD

JPMorgan Chase

100 % ⇌

Etats-unis

NL0010972287 ( en USD )

30/06/2020 - Obligation échue

Prospectus brochure de l'obligation JP Morgan NL0010972287 en USD 0%, échue

JPMorgan Chase & Co. est une société multinationale de services financiers américaine, offrant des services bancaires d'investissement, de gestion de patrimoine, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'Obligation émise par JPMorgan Chase ( Etats-unis ) , en USD, avec le code ISIN NL0010972287, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2020

Execution Version

Pricing Supplement dated 7 September 2016

J.P. Morgan Structured Products B.V.

Structured Products Programme for the issuance of Notes, Warrants and Certificates

Guaranteed by JPMorgan Chase Bank, N.A.

Issue of 29,000 Cash Settled Low Exercise Price Warrants on the ordinary shares of DONG-E E-JIAO
CO LTD (Bloomberg Code: 000423 CS), due June 2020 (the "Securities") (to be immediately fungible
with Issue of 125,000 Cash Settled Low Exercise Price Warrants on the ordinary shares of DONG-E E-
JIAO CO LTD (Bloomberg Code: 000423 CS), due June 2020 ("Tranche Number 1"), Issue of 130,000
Cash Settled Low Exercise Price Warrants on the ordinary shares of DONG-E E-JIAO CO LTD
(Bloomberg Code: 000423 CS), due June 2020 ("Tranche Number 2") and Issue of 130,000 Cash Settled
Low Exercise Price Warrants on the ordinary shares of DONG-E E-JIAO CO LTD (Bloomberg Code:
000423 CS), due June 2020 ("Tranche Number 3", together with Tranche Number 1 and Tranche
Number 2, the "Old Securities"))

The offering circular dated 27 April 2016 and the Supplement(s) listed in the Annex hereto (the "Offering
Circular") (as completed and (if applicable) amended by this Pricing Supplement) has been prepared on the
basis that any offer of Securities in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the Securities. The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including by Directive 2010/73/EU), and includes any relevant implementing measure in
the Relevant Member State. Accordingly any person making or intending to make an offer in that Relevant
Member State of the Securities may only do so in circumstances in which no obligation arises for the Issuer or
any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor
any Dealer has authorised, nor do they authorise, the making of any offer of Securities in any other
circumstances.

The Securities will not be offered, sold or otherwise distributed in or from Switzerland and neither this Pricing
Supplement nor any other document relating to the Securities may be distributed in or from Switzerland in
connection with any such offering or distribution except to individually selected qualified investors within the
meaning of, and in accordance with the Swiss Federal Act on Collective Investment Schemes.

If you purchase the Securities described in this Pricing Supplement after the date hereof, you should
review the most recent restatement (if any) of the Offering Circular and each supplement thereafter up to
(and including) the date of purchase to ensure that you have the most up to date information on the
Issuer and (if applicable) the Guarantor on which to base your investment decision (note that the terms
and conditions of the Securities will remain as described in this Pricing Supplement and the version of the
Original Offering Circular below, subject to any amendments notified to Holders). Each supplement and
restatement to this Original Offering Circular and the Offering Circular can be found on
(www.bourse.lu) and (www.ise.ie).

RISK FACTORS

Purchase of these Securities involves substantial risks

Investors should ensure that they understand the nature of the risks posed by, and the extent of their exposure
under, the Securities. Investors should make all pertinent inquiries they deem necessary without relying on the
Issuer, the Guarantor, or the Dealer. Investors should consider the suitability of the Securities as an investment
in light of their own circumstances, investment objectives, tax position and financial condition. Investors should
consider carefully all the information set forth in this Pricing Supplement along with all the information set forth
in the Offering Circular. Investors should pay particular attention to the section entitled "Risk Factors" in the
Offering Circular (pages 26 to 82 inclusive).

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Unregulated Securities: The Securities do not constitute a participation in a collective investment scheme
within the meaning of the Swiss Federal Act on Collective Investment Schemes and are not subject to
supervision by the Swiss Financial Market Supervisory Authority FINMA

None of the Securities constitutes a participation in a collective investment scheme within the meaning of the
Swiss Federal Act on Collective Investment Schemes and none of the Securities is subject to approval,
registration or supervision by the Swiss Financial Market Supervisory Authority FINMA or any other regulatory
authority in Switzerland. Accordingly, investors do not have the benefit of the specific investor protection
provided under the Swiss Federal Act on Collective Investment Schemes and are exposed to the credit risk of
the Issuer and Guarantor.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the
Specific Product Provisions set forth in the offering circular dated 28 April 2015 and Supplement no.2 dated 8
July 2015 and Supplement no.5 dated 22 September 2015 (as so supplemented, the "Original Offering
Circular"). This document constitutes the Pricing Supplement of the Securities described herein and must be
read in conjunction with the Offering Circular, save in respect of the General Conditions and the Specified
Product Provisions which are extracted from the Original Offering Circular and which are incorporated by
reference into the Offering Circular. Full information of the Issuer, the Guarantor (if applicable) and the offer of
the Securities is only available on the basis of the combination of this Pricing Supplement, the Offering Circular
and the Original Offering Circular incorporated by reference therein. The Offering Circular and the Original
Offering Circular (including all documents incorporated by reference) are available from The Bank of New
York Mellon (Luxembourg) S.A., at Vertigo Building, Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg
and The Bank of New York Mellon SA/NV, at Dublin Branch, Hanover Building, 4th Floor, Windmill Lane,
Dublin 2, Ireland., and in electronic form on the Luxembourg Stock Exchange's website (www.bourse.lu).

1.
(i)
Issuer:

J.P. Morgan Structured Products B.V.

(ii)
Guarantor:

JPMorgan Chase Bank, N.A.

2.
(i)
Series Number

Not Applicable

(ii)
Tranche Number:

Four

3.
Specified Currency or Currencies:

United States dollars ("U.S.$" or "USD")

4.
Notes, Warrants or Certificates:

Warrants

5.
Number of Warrants:

(i)
Series:

414,000

(ii)
Tranche:

29,000

6.
Issue Price:

USD 8.9673 per Warrant

The Issue Price specified above may be more than the
market value of the Securities as at the Issue Date, and
the price, if any, at which the Dealer or any other
person is willing to purchase the Securities in
secondary market transactions is likely to be lower
than the Issue Price. In particular, where permitted by
applicable law, the Issue Price may take into account
amounts with respect to commissions relating to the
issue and sale of the Securities as well as amounts
relating to the hedging of the Issuer's obligations
under the Securities and secondary market prices may

- 2 -

exclude such amounts

If any commissions or fees relating to the issue and
sale of the Securities have been paid or are payable by
the Dealer to an intermediary, then such intermediary
may be obliged to fully disclose to its clients the
existence,
nature
and
amount
of
any
such
commissions or fees (including, if applicable, by way
of discount) as required in accordance with laws and
regulations applicable to such intermediary, including
any legislation, regulation and/or rule implementing
the Markets in Financial Instruments Directive
(Directive 2004/39/EC), or as otherwise may apply in
any non-EEA jurisdictions

Investors in the Securities intending to invest in
Securities through an intermediary (including by way
of introducing broker) should request details of any
such commission or fee payment from such
intermediary before making any purchase hereof

(i)
Specified Denomination/ Notional

Not Applicable
Amount per Warrant:

(ii)
Trading in Units (Notes):

Not Applicable

(iii)
Minimum trading Size:

The Warrants may only be traded in a minimum initial
amount of one Warrant and, thereafter, in multiples of
one Warrant

7.
Issue Date:

9 September 2016

8.
Settlement Date:

Settlement Date as defined in LEPW Provision 7
(Definitions)

PROVISIONS APPLICABLE TO NOTES

"Paragraphs 9-21 are intentionally deleted"

PROVISIONS APPLICABLE TO WARRANTS

22.
European, American or Bermudan Style:
American Style

23.
Automatic Exercise:

Applicable

24.
Expiration Date:

30 June 2020 (the "Scheduled Expiration Date"),
provided that in respect of any Warrant exercised
pursuant to General Condition 11.3 (Exercise
Procedure) prior to the Scheduled Expiration Date, the
Expiration Date in respect of such Warrant following
such exercise shall be deemed to be the Exercise Date
of such Warrant

25.
Expiration Date subject to Valuation

Not Applicable
Date adjustment:

26.
Potential Exercise Date(s):

Not Applicable

27.
Potential Exercise Date subject to
Not Applicable
Valuation Date adjustment:

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28.
Exercise Amount:

Not Applicable

29.
Exercise Date(s)/Period:

In respect of each Warrant, the Exercise Period shall
be as specified in paragraph (a) of the definition of
"Exercise Period" in General Condition 31.1
(Definitions), as if the Share Linked Provisions
applied to the Warrants

30.
Minimum Exercise Number:

Not Applicable

31.
Maximum Exercise Number:

Not Applicable

32.
Cash Settlement/Issuer Physical

Cash Settlement is applicable
Settlement/Holder Physical Settlement:

33.
Settlement Amount:

As defined in LEPW Provision 1 (Settlement Amount)
and LEPW Provision 7 (Definitions)

PROVISIONS APPLICABLE TO CERTIFICATES

"Paragraphs 34-40 are intentionally deleted"

SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES

SHARE LINKED PROVISIONS

41.
Share Linked Provisions:

Not Applicable

INDEX LINKED PROVISIONS

42.
Index Linked Provisions:

Not Applicable

COMMODITY LINKED PROVISIONS

43.
Commodity Linked Provisions:

Not Applicable

FX LINKED PROVISIONS

44.
FX Linked Provisions

Not Applicable

MARKET ACCESS PARTICIPATION PROVISIONS

45.
Market Access Participation Provisions:
Not Applicable

LOW EXERCISE PRICE WARRANT PROVISIONS

46.
Low Exercise Price Warrant Provisions:
Applicable, and the following terms as set forth in
LEPW Provision 7 (Definitions) shall have the
following meanings:
"Exchange" means in respect of a Share, the
Shenzhen Stock Exchange;
"Share" means the ordinary shares of DONG-E E-
JIAO CO LTD (Bloomberg Code: 000423 CS); and
"Trade Date" means 30 June 2015.

For the avoidance of doubt, for the purposes of LEPW
Provision 4.2, QFII Events shall be Applicable.

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GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

47.
New Global Note:

Not Applicable

48.
Form of Securities:

Registered Securities

(i)
Temporary or Permanent Bearer
Registered Global Security which is exchangeable for
Global Security / Registered Global
Registered Definitive Securities in the limited
Security:
circumstances specified in the relevant Registered
Global Security

(ii)
Are the Notes to be issued in the
No
form of obligations under French
law?

(iii)
Name of French Registration Agent:
Not Applicable

(iv)
Representation of Holders of

Not Applicable
Notes/Masse:

(v)
Regulation S/Rule 144A Warrants:
Applicable

49.
Record Date:

As defined in LEPW Provision 7 (Definitions)

50.
Additional Financial Centre(s) (General
Beijing (and, for the avoidance of doubt, New York
Condition
12.2.)
or
other
special
City)
provisions relating to payment dates:

51.
Payment Disruption Event (General

Condition 13:

Relevant Currency:

Specified Currency

52.
Extraordinary Hedge Disruption Event
Applicable
(General Condition 17):

(i)
Extraordinary Hedge Sanctions

Applicable
Event:

(ii)
Extraordinary Hedge Bail-in Event:
Applicable

(iii)
Extraordinary Hedge Currency

Applicable
Disruption Event:

53.
Early Redemption for Tax on Underlying
Not Applicable
Hedge Transactions (General Condition

18.4):

54.
Physical Settlement:

Not Applicable

55.
Calculation Agent:

J.P. Morgan Securities plc

56.
Redenomination, renominalisation and
Not Applicable
reconventioning provisions:

57.
Gross Up (General Condition 18):

Not Applicable

58.
Rounding:

General Condition 22 applies

59.
Other terms or special conditions:

Not Applicable

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DISTRIBUTION

60.
If non-syndicated, name and address of

J.P. Morgan Securities plc of 25 Bank Street, Canary
Dealer:
Wharf, London E14 5JP, J.P. Morgan Securities (Asia

Pacific) Limited of 25/F Chater House, 8 Connaught
Road Central, Hong Kong acting as agent of J.P.
Morgan Securities plc of 25 Bank Street, Canary
Wharf, London E14 5JP, or J.P. Morgan Securities
LLC of 383 Madison Avenue, 5th Floor, New York,
New York 10179, United States of America, acting in
its own capacity or as agent of J.P. Morgan Securities
plc of 25 Bank Street, Canary Wharf, London E14 5JP

61.
Stabilising Manager(s) (if any):

Not Applicable

62.
Total commission and concession:

Not Applicable

63.
U.S. selling restrictions:

Regulation S /Rule 144A

Regulation S/Rule 144A Warrants issued by JPMSP
may be sold to certain investors outside the United
States in "offshore transactions" (as defined in
Regulation S) in reliance on Regulation S and to
certain qualified investors in the United States in
reliance on Rule 144A of the Securities Act.

ERISA Restrictions for all Securities (including
Rule 144A Securities and Securities subject to
Regulation S)

JPMSP Standard Restrictions apply: The Securities
may not be acquired by, on behalf of, or with the
assets of any plans subject to ERISA or Section 4975
of the U.S. Internal Revenue Code of 1986, as
amended, other than certain insurance company
general accounts. See "Subscription and Sale United
States"
and
"Purchaser
representations
and
requirements and transfer restrictions ERISA
Legends and ERISA Restrictions (b) JPMSP
Standard Restrictions" in the Offering Circular.

64.
Additional Selling Restrictions:

Not Applicable

65.
Swiss Public Offer:

No

GENERAL

66.
The aggregate principal amount of Notes

Not Applicable
issued has been translated into U.S. dollars
at the rate of [·] 1 = U.S.$ [·] producing a
sum of (for Notes not denominated in U.S.
dollars):

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the pricing supplement required for the issue and listing and admission to
trading on the Luxembourg Stock Exchange's Euro MTF, of the Securities described herein pursuant to the
Structured Products Programme for the issuance of Notes, Warrants and Certificates of J.P. Morgan Structured
Products B.V., JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co.

- 6 -

GOVERNING LAW AND JURISDICTION

Securities:
English Law/Courts of England

Guarantee:
English Law/Courts of England

RESPONSIBILITY

Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Pricing
Supplement. Each of the Issuer and the Guarantor confirms that such information has been accurately
reproduced and that, so far as it is aware, and is able to ascertain from the relevant information, no facts have
been omitted which would render the reproduced information inaccurate or misleading.

An investor intending to acquire or acquiring any Securities from an offeror will do so, and offers and sales of
the Securities to an investor by an offeror will be made, in accordance with any terms and other arrangements in
place between such offeror and such investor including as to price, allocations and settlement arrangements. The
Issuer will not be a party to any such arrangements with investors (other than the Dealer(s)), in connection with
the offer or sale of the Securities and, accordingly, this Pricing Supplement will not contain such information.
The investor must look to the offeror at the time of such offer for the provision of such information. The Issuer
has no responsibility to an investor in respect of such information.

Signed on behalf of the Issuer:

By: ________________________

Duly authorised

Signed on behalf of the Guarantor:

By: ________________________

Duly authorised

Marketer: KA YAN CHAN/AL

- 7 -

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING

Application will be made for the Securities to be listed and admitted to trading on the Luxembourg Stock
Exchange's Euro MTF with effect from, at the earliest, the Issue Date. No assurances can be given that such
application for listing and admission to trading will be granted (or, if granted, will be granted by the Issue Date).

The Issuer has no duty to maintain the listing (if any) of the Securities on the relevant stock exchange(s) over
their entire lifetime. Securities may be suspended from trading and/or de-listed at any time in accordance with
applicable rules and regulations of the relevant stock exchange(s).

RATINGS

Not Applicable

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

"Save as discussed in the section of the Offering Circular entitled "Subscription and Sale", so far as the Issuer is
aware, no person involved in the issue of the Securities has an interest material to the issue."

REASONS FOR THE ISSUE, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)
Reasons for the issue:

Not Applicable

(ii)
Estimated net proceeds:

Not Applicable

(iii)
Estimated total expenses:

Not Applicable

PERFORMANCE OF REFERENCE ASSET(S) AND OTHER INFORMATION CONCERNING THE
REFERENCE ASSET(S)

Details of the past and future performance and the volatility of the Shares may be obtained from Bloomberg®
and the website of the Share (www.dongeejiao.com).

The Warrants may be exercised on any Exchange Business Day during the Exercise Period (provided that no
Market Disruption Event has occurred or is continuing at the time of such exercise), following which the
Settlement Amount will be paid in respect of such Warrant on the Settlement Date (as defined in Part A above).
The Settlement Amount will vary with the Final Price and the FX Rate on the relevant dates.

If in respect of any Warrant, (i) 99.00 per cent. of the ratio of the Final Price to the FX Rate, less (ii) the Strike
Price is less than or equal to zero, then the Holders of such Warrant will not receive any return in respect of such
Warrant, which will expire valueless.

Capitalised terms used herein shall have the meanings ascribed to them in Part A and in the LEPW Provisions.

POST-ISSUANCE INFORMATION

The Issuer will not provide any post-issuance information with respect to the Reference Asset(s), unless
required to do so by applicable law or regulation.

OPERATIONAL INFORMATION

Intended to be held in a manner which would allow
No
Eurosystem eligibility:

ISIN:

NL0010972287

Common Code:

125700802

- 8 -

Relevant Clearing System(s) and the relevant
Euroclear/Clearstream, Luxembourg
identification number(s):

Delivery:

Delivery against payment

The Agents appointed in respect of the Securities are:
As set out in the Agency Agreement

Registrar:

The Bank of New York Mellon (Luxembourg) S.A.

- 9 -

ANNEX
The Offering Circular dated 27 April 2016 has been supplemented by the following Supplement(s):
Supplement(s)
Description
Date
Supplement No. 1
In respect of (i) the Quarterly Report on Form 10-Q of 20 May 2016
JPMorgan Chase & Co. for the quarter ended 31 March
2016 and (ii) amendments and supplemental information
to the Offering Circular
Supplement No. 2
In respect of the Current Report on Form 8-K of 26 July 2016
JPMorgan Chase & Co. dated 14 July 2016, containing
the earnings press release of JPMorgan Chase & Co. for
the quarter ended 30 June 2016
Supplement No. 3
In respect of (i) the Quarterly Report on Form 10-Q of 17 August 2016
JPMorgan Chase & Co. for the quarter ended 30 June
2016, (ii) the unaudited interim financial statements of
JPMorgan Chase Bank, N.A. for the six months ended
30 June 2016 and (iii) amendments and supplemental
information to the Offering Circular
Supplement No. 4
In respect of the Current Report on Form 8-K of 31 August 2016
JPMorgan Chase & Co. dated 19 August 2016,
concerning settlements related to Washington Mutual
Bank

- 10 -