Obligation Barclay's 0% ( US06741VJA17 ) en USD

Barclay's

100 % ▼

Royaume-Uni

US06741VJA17 ( en USD )

28/02/2022 - Obligation échue

Prospectus brochure de l'obligation Barclays US06741VJA17 en USD 0%, échue

1 000 USD

2 376 000 USD

06741VJA1

N/A

Barclays est une banque internationale offrant une large gamme de services financiers aux particuliers, entreprises et institutions, incluant la banque de détail, l'investissement, la gestion d'actifs et les cartes de crédit.

L'Obligation émise par Barclay's ( Royaume-Uni ) , en USD, avec le code ISIN US06741VJA17, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2022

424B2 1 a17-7238_2424b2.htm 424B2 - 5YR BUFFERED SUPERTRACK SPX [BARC-AMERICAS.FID854842]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)

Global Medium-Term Notes, Series A
$2,376,000
$275.38

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Pricing Supplement dated February 23, 2017

Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated July 18, 2016, the Prospectus Supplement dated July 18, 2016
Registration No. 333-212571
and the Index Supplement dated July 18, 2016)

$ 2 ,3 7 6 ,0 0 0
Buffe re d Supe rT ra c k SM N ot e s due Fe brua ry 2 8 , 2 0 2 2
Link e d t o t he Pe rform a nc e of S& P 5 0 0 ® I nde x
Globa l M e dium -T e rm N ot e s, Se rie s A

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

Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof

Initial Valuation Date:
February 23, 2017

Issue Date:
February 28, 2017

Final Valuation Date:*
February 23, 2022

Maturity Date:*
February 28, 2022

Reference Asset:
The S&P 500® Index (Bloomberg ticker symbol "SPX <Index>") (the "Index")

Buffer Percentage:
25.00%

Payment at Maturity:
If you hold your Notes to maturity, you will receive on the Maturity Date (in each case, subject to our credit risk) a cash payment per
$1,000 principal amount Note that you hold determined as follows:
If the Index Return is positive, you will receive a payment per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 x Index Return]
If the Index Return is equal to or less than 0.00% and equal to or greater than 25.00%, you will receive a payment of $1,000
per $1,000 principal amount Note
If the Index Return is less than 25.00%, you will receive a payment per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 x (Index Return + Buffer Percentage)]
If the Index Return is less than -25.00%, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Index
Return falls below -25.00%. You may lose up to 75.00% of your principal at maturity.
Any payment on the Notes is not guaranteed by any third party and is subject to both the creditworthiness of the Issuer and to the
exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. If Barclays Bank PLC were to default on its payment
obligations or become subject to the exercise of any U.K. Bail-in Power (or any other resolution measure) by the relevant U.K.
resolution authority, you might not receive any amounts owed to you under the Notes. See "Consent to U.K. Bail-in Power" and
"Selected Risk Considerations" in this pricing supplement and "Risk Factors" in the accompanying prospectus supplement for more
information.

Consent to U.K. Bail-in
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by
Power:
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-1 of this pricing supplement.

[Terms of the Notes Continue on the Next Page]

Initial Issue Price(1)(2)
Price to Public
Agent's Commission(3)(4)
Proceeds to Barclays Bank PLC(3)(4)

Per Note
$1,000
100%
3.75%
96.25%

Total
$2,376,000
$2,376,000
$87,935
$2,288,065

(1) Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all selling concessions, fees or commissions, the public
offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $962.50 and $1,000 per Note. Investors that hold their Notes
in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets held in those
accounts, including the Notes.

(2) Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $937.60 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-2 of this pricing supplement.

(3) Barclays Capital Inc. will receive commissions from the Issuer of up to 3.75% of the principal amount of the Notes, or up to $37.50 per $1,000 principal amount.
Barclays Capital Inc. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The per Note
agent's commission and proceeds to Issuer shown above is the minimum amount of proceeds that the Issuer receives per Note, assuming the maximum Agent's
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commission per Note of 3.75%. The total agent's commission and total proceeds to issuer shown above give effect to the actual amount of the variable Agent's
commission but do not take into account the payment by Barclays Capital Inc. of any of the Marketing Fees or Other Fees (as described below).

(4) In addition to the selling concessions and fees described above, Barclays Capital Inc. will pay (and be reimbursed by the Issuer for) (a) additional fees or concessions
("Other Fees") to certain dealers participating in the offering of the Notes as compensation for the sale by such dealers of the Notes of 1.60% of the principal amount
per Note and (b) additional marketing, structuring, educational or other fees (collectively, "Marketing Fees") of up to 0.25% of the principal amount per Note in
connection with the distribution of the Notes by certain dealers participating in such distribution. With respect to each dealer participating in the distribution of the
Notes, in no case will the sum of (a) the selling commissions and fees and Other Fees paid to that dealer and (b) the amount of Marketing Fees, if any, paid in
connection with the distribution of Notes by that dealer exceed 3.75% of the principal amount 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-5 of this pricing supplement.

We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another 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 Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the
contrary is a criminal offense.

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of either Barclays PLC or Barclays Bank PLC
and are not covered by the U.K. Financial Services Compensation Scheme or insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency of the United States, the United Kingdom or any other jurisdiction.

Terms of Notes, Continued

Initial Level:
2,363.81, the Closing Level of the Index on the Initial Valuation Date

Final Level:
The Closing Level of the Index on the Final Valuation Date

Index Return:
The performance of the Index from the Initial Level to the Final Level, calculated as follows:
Final Level Initial Level
Initial Level

Closing Level:
With respect to the Index on any date, the official closing level of the Index published at the regular weekday close of trading on that
date as displayed on Bloomberg Professional® service page "SPX <Index>" or any successor page on Bloomberg Professional® service or
any successor service, as applicable

Calculation Agent:
Barclays Bank PLC

CUSIP/ISIN:
06741VJA1 / US06741VJA17

* Subject to postponement in the event of a Market Disruption Event, as described under "Additional Terms of the Notes" in this pricing supplement

ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES

You should read this pricing supplement together with the prospectus dated July 18, 2016, 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 and "Selected Risk Considerations" in this pricing 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.

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 July 18, 2016:

https://www.sec.gov/Archives/edgar/data/312070/000119312516650074/d219304df3asr.htm

·
Prospectus Supplement dated July 18, 2016:

https://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

·
Index Supplement dated July 18, 2016:

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https://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, the "Company," "we," "us," or "our" refers to Barclays Bank PLC.

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, 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 a 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 the 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 securities 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-1

ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES

Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not
materialize, typically including volatility, interest rates, and our internal funding rates. Our internal funding rates (which are our internally
published borrowing rates based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations coming to
maturity) may vary from the levels at which our benchmark debt securities trade in the secondary market. Our estimated value on the Initial
Valuation Date is based on our internal funding rates. Our estimated value of the Notes might be lower if such valuation were based on the levels
at which our benchmark debt securities trade in the secondary market.

Our estimated value of the Notes on the Initial Valuation Date is less than the initial issue price of the Notes. The difference between the initial
issue price of the Notes and our estimated value of the Notes results from several factors, including 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 which
we may incur in hedging our obligations under the Notes, and estimated development and other costs which we may incur in connection with the
Notes.

Our estimated value on the Initial Valuation Date is not a prediction of the price at which the Notes may trade in the secondary market, nor will it
be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject to normal market and funding conditions,
Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.

Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell
the Notes in the secondary market, if any, 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 on the Initial Valuation Date for a temporary period expected to be approximately six
months after the Issue Date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging
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our obligations under the Notes and other costs in connection with the Notes which we will no longer expect to incur over the term of the Notes.
We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include
the tenor of the Notes and/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we
effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such
reimbursement at any time or revise the duration of the reimbursement period after the initial issue date of the Notes based on changes in market
conditions and other factors that cannot be predicted.

We urge you to read the "Selected Risk Considerations" beginning on page PS-5 of this pricing supplement.

PS-2

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 are willing to accept the risk that you may lose up to 75.00% of the principal amount of your Notes

·
You anticipate that Final Level will be greater than the Initial Level

·
You are willing to accept the risks associated with an investment linked to the performance of the Index

·
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 to assume our credit risk for all payments on the Notes

·
You are willing 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 seek an investment that provides for the full repayment of principal at maturity and you are unwilling to accept the risk that you may

lose up to 75.00% of the principal amount of your Notes

·
You anticipate that the Final Level will be less than the Initial Level

·
You are unwilling or unable to accept the risks associated with an investment linked to the performance of the Index

·
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 out
in this pricing supplement, the prospectus supplement, the prospectus and the index supplement. Neither the Issuer nor Barclays Capital Inc. makes
any recommendation as to the suitability of the Notes for investment.

ADDITIONAL TERMS OF THE NOTES

The Final Valuation Date and the Maturity Date are subject to postponement in certain circumstances, as described under "Reference Assets--
Indices--Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset" and "Terms of the Notes--Payment
Dates" in the accompanying prospectus supplement.

The Index and the Notes are subject to adjustment by the Calculation Agent under certain circumstances, as described under "Reference Assets--
Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the accompanying prospectus supplement.

PS-3
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HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY

The following table illustrates the hypothetical total return at maturity on the Notes under various circumstances. 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 hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to
a purchaser of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The hypothetical
examples below do not take into account any tax consequences from investing in the Notes and make the following key assumptions:

Hypothetical Initial Level: 100.00*

Buffer Percentage: 25.00%

* The hypothetical Initial Level of 100.00 has been chosen for illustrative purposes only. The Initial Level is as set forth on the cover of this
pricing supplement.

Final Level
Index Return
Payment at Maturity**
Total Return on Notes
150.00
50.00%
$1,500.00
50.00%
140.00
40.00%
$1,400.00
40.00%
130.00
30.00%
$1,300.00
30.00%
120.00
20.00%
$1,200.00
20.00%
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%
90.00
-10.00%
$1,000.00
0.00%
80.00
-20.00%
$1,000.00
0.00%
75.00
-25.00%
$1,000.00
0.00%
70.00
-30.00%
$950.00
-5.00%
60.00
-40.00%
$850.00
-15.00%
50.00
-50.00%
$750.00
-25.00%
40.00
-60.00%
$650.00
-35.00%
30.00
-70.00%
$550.00
-45.00%
20.00
-80.00%
$450.00
-55.00%
10.00
-90.00%
$350.00
-65.00%
0.00
-100.00%
$250.00
-75.00%

** Per $1,000 principal amount Note

The following examples illustrate how the total returns set forth in the table above are calculated:

Example 1: The level of the Index increases from an Initial Level of 100.00 to a Final Level of 110.00.

Because the Index Return is positive, you will receive a payment at maturity of $1,100.00 per $1,000.00 principal amount Note that you hold,
calculated as follows:

$1,000 + [$1,000 x Index Return]

$1,000 + [$1,000 x 10.00%] = $1,100.00

The total return on investment of the Notes is 10.00%.

Example 2: The level of the Index decreases from an Initial Level of 100.00 to a Final Level of 90.00.

Because the Index Return is negative but not less than -25.00%, you will receive a payment at maturity of $1,000 per $1,000 principal amount
Note that you hold.

The total return on investment of the Notes is 0.00%.

Example 3: The level of the Index decreases from an Initial Level of 100.00 to a Final Level of 60.00.

Because the Index Return is less than -25.00%, you will receive a payment at maturity of $850.00 per $1,000 principal amount Note that you hold,
calculated as follows:

$1,000 + [$1,000 x (Index Return + Buffer Percentage)]

$1,000 + [$1,000 x (-40.00% + 25.00%)] = $850.00

The total return on investment of the Notes is -15.00%.
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PS-4

SELECTED RISK CONSIDERATIONS

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

·
"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 described above, you should consider the following:

· Your Investment in the Notes May Result in a Significant Loss--The Notes do not guarantee any return of principal. The Notes provide

for limited protection (subject to our credit risk) at maturity and only to the extent afforded by the Buffer Percentage. If the Index Return is
negative, the payment at maturity on the Notes will depend on whether and the extent to which the Index Return is less than -25.00%. If the
Index Return is less than -25.00%, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Index Return falls
below -25.00%. You may lose up to 75.00% of the principal amount of your Notes.
·
The Payment at Maturity of Your Notes is Not Based on the Level of the Index at Any Time Other than the Closing Level on the Final

Valuation Date--The Final Level and the Index Return will be based solely on the Closing Level of the Index on the Final Valuation Date.
Therefore, if the level of the Index drops precipitously on the Final Valuation Date, the payment at maturity that you will receive for your
Notes may be significantly less than it would otherwise have been had such payment been linked to the level of the Index prior to such drop.
·
Credit of Issuer--The Notes are senior unsecured 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 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. In the event Barclays Bank PLC were to default on its obligations, you may not
receive any amounts 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 or Dividend Payments or Voting Rights--As a holder of the Notes, you will not receive interest payments, and you will not

have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities underlying the Index would
have.
·
Historical Performance of the Index Should Not Be Taken as Any Indication of the Future Performance of the Index Over the Term

of the Notes--The level of the Index has fluctuated in the past and may, in the future, experience significant fluctuations. The historical
performance of the Index is not an indication of the future performance of the Index over the term of the Notes. Therefore, the performance of
the Index over the term of the Notes may bear no relation or resemblance to the historical performance of the Index.
·
The Estimated Value of Your Notes is Lower Than the Initial Issue Price of Your Notes--The estimated value of your Notes on the

Initial Valuation 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 which we may incur in hedging our
obligations under the Notes, and estimated development and other costs which we may incur in connection with the Notes.

PS-5
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·
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 Initial Valuation 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 was 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 Different

from the Pricing Models of Other Financial Institutions--The estimated value of your Notes on the Initial Valuation 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 which 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 Maybe 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 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 Initial Valuation 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 Initial Valuation 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 the 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.

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 Index or its components. In
any such market making, trading and hedging activity, and other services, we or our affiliates may take positions or take actions that are
inconsistent with, or adverse to, the investment objectives of 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. 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 Index and make any other determinations necessary to calculate any payments on the Notes. In making these determinations,
we may be required to make certain discretionary judgments relating to the Index and the Notes. 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.

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·
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 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 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.
·
Taxes--The U.S. federal income tax treatment of the Notes is uncertain and the Internal Revenue Service could assert that the Notes should be

taxed in a manner that is different than described below. As discussed further in the accompanying prospectus supplement, the Internal
Revenue Service issued a notice in 2007 indicating that it and the Treasury Department are actively considering whether, among other issues,
you should be required to accrue interest over the term of an instrument such as the Notes and whether all or part of the gain you may
recognize upon the sale or maturity of an instrument such as the Notes should be treated as ordinary income. Similarly, the Internal Revenue
Service and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts and contingent
notional principal contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such
as the Notes (and while any such guidance may be issued on a prospective basis only), such guidance could be applied retroactively and could
in any case require you to accrue income over the term of an instrument such as the Notes even though you will not receive any payments with
respect to the Notes until maturity. The outcome of this process is uncertain. You should consult your tax advisor as to the possible alternative
treatments in respect of the Notes.
·
Many Economic and Market Factors Will Impact the Value of the Notes--The value of the Notes will be affected by a number of

economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each other, including:
o
the level of the Index and the market price of the Index components;

o
expected volatility of the Index and the Index components;

o
the time to maturity of the Notes;

o
the dividend rate on the Index components;

o
interest and yield rates in the market generally;

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

o
supply and demand for the Notes; and

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

PS-7

INFORMATION REGARDING THE INDEX

The Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information
about the Index, the index sponsor and license agreement between the index sponsor and the Issuer, please see "Indices--The S&P U.S. Indices"
beginning on page IS-48 of the accompanying index supplement.

Historical Performance of the Index

The table below shows the high, low and final Closing Level of the Index for each of the periods noted below. The graph below graph sets forth the
historical performance of the Index based on daily Closing Levels from January 1, 2012 through February 23, 2017. We obtained the Closing
Levels listed in the table below and shown in the graph below from Bloomberg, L.P. We have not independently verified the accuracy or
completeness of the information obtained from Bloomberg, L.P.

Period/Quarter Ended
Quarterly High
Quarterly Low
Quarterly Close

March 31, 2012
1,416.51
1,277.06
1,408.47

June 30, 2012
1,419.04
1,278.04
1,362.16

September 30, 2012
1,465.77
1,334.76
1,440.67

December 31, 2012
1,461.40
1,353.33
1,426.19

March 31, 2013
1,569.19
1,457.15
1,569.19

June 30, 2013
1,669.16
1,541.61
1,606.28

September 30, 2013
1,725.52
1,614.08
1,681.55

December 31, 2013
1,848.36
1,655.45
1,848.36

March 31, 2014
1,878.04
1,741.89
1,872.34

June 30, 2014
1,962.87
1,815.69
1,960.23

September 30, 2014
2,011.36
1,909.57
1,972.29

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December 31, 2014
2,090.57
1,862.49
2,058.90
March 31, 2015
2,117.39
1,992.67
2,067.89

June 30, 2015
2,130.82
2,057.64
2,063.11

September 30, 2015
2,128.28
1,867.61
1,920.03

December 31, 2015
2,109.79
1,923.82
2,043.94

March 31, 2016
2,063.95
1,829.08
2,059.74

June 30, 2016
2,119.12
2,000.54
2,098.86

September 30, 2016
2,190.15
2,088.55
2,168.27

December 31, 2016
2,271.72
2,085.18
2,238.83

February 23, 2017*
2,365.38
2,257.83
2,363.81

* For the period beginning on January 1, 2017 and ending on February 23, 2017

Historical Performance of the S&P 500® Index
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

PS-8

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The material tax consequences of your investment in the Notes are summarized below. The discussion below supplements the discussion under
"Material U.S. Federal Income Tax Consequences" in the accompanying prospectus supplement. Except as noted under "Non-U.S. Holders"
below, this section applies to you only if you are a U.S. holder (as defined in the accompanying prospectus supplement) and you hold your Notes
as capital assets for tax purposes and does not apply to you if you are a member of a class of holders subject to special rules or are otherwise
excluded from the discussion in the prospectus supplement (for example, if you did not purchase your Notes in the initial issuance of the Notes).

The U.S. federal income tax consequences of your investment in the Notes are uncertain and the Internal Revenue Service could assert that the
Notes should be taxed in a manner that is different than described below. Pursuant to the terms of the Notes, Barclays Bank PLC and you agree, in
the absence of a change in law or an administrative or judicial ruling to the contrary, to characterize your Notes as a pre-paid cash-settled
derivative contract with respect to the Index. If your Notes are so treated, you should generally recognize capital gain or loss upon the sale or
maturity of your Notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Notes.
Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year.

In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be reasonable to treat your Notes in the manner described above.
This opinion assumes that the description of the terms of the Notes in this pricing supplement is materially correct.

As discussed further in the accompanying prospectus supplement, the Treasury Department and the Internal Revenue Service are actively
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considering various alternative treatments that may apply to instruments such as the Notes, possibly with retroactive effect. Other alternative
treatments for your Notes may also be possible under current law. For example, it is possible that the Notes could be treated as a debt instrument
that is subject to the special tax rules governing contingent payment debt instruments. If your Notes are so treated, you would be required to accrue
interest income over the term of your Notes and you would recognize gain or loss upon the sale or maturity of your Notes in an amount equal to
the difference, if any, between the amount you receive at such time and your adjusted basis in your Notes. Any gain you recognize upon the sale or
maturity of your Notes would be ordinary income and any loss recognized by you at such time would generally be ordinary loss to the extent of
interest you included in income in the current or previous taxable years with respect to your Notes, and thereafter would be capital loss.

For a further discussion of the tax treatment of your Notes as well as other possible alternative characterizations, please see the discussion under the
heading "Material U.S. Federal Income Tax Consequences--Notes Treated as Prepaid Forward or Derivative Contracts" in the accompanying
prospectus supplement. You should consult your tax advisor as to the possible alternative treatments in respect of the Notes. For additional,
important considerations related to tax risks associated with investing in the Notes, you should also examine the discussion in "Selected Risk
Considerations--Taxes", in this pricing supplement.

Non-U.S. Holders. The following replaces the discussion of Section 871(m) of the Internal Revenue Code in the accompanying prospectus
supplement under "Material U.S. Federal Income Tax Consequences--Tax Treatment of Non-U.S. Holders." The Treasury Department has issued
regulations under Section 871(m) of the Internal Revenue Code which impose U.S. federal withholding tax on "dividend equivalent" payments
made on certain contracts linked to U.S. corporations that are owned by non-U.S. holders. However, the IRS has issued a Notice which states that
the Section 871(m) regulations will only apply to a contract that is issued before January 1, 2018 if the contract is a "delta-one" contract (i.e., a
contract that provides for "delta-one" exposure to underlying U.S. corporations). We have determined that the Notes are not "delta-one" contracts
for this purpose, and we therefore believe, and intend to take the position, that payments on the Notes should not be subject to
Section 871(m) withholding tax.

In addition, even if the Notes were a delta-one contract, they would generally not be subject to Section 871(m) because they should generally be
treated as referencing a "qualified index." However, the Index may not be treated as a qualified index with respect to a holder if the holder holds
certain related short positions in the components of the Index. In addition, certain combination rules could apply to treat the Notes as a delta-one
contract with respect to a particular holder. Holders are urged to consult their tax advisors regarding the application of Section 871(m) to their
Notes, including the possibility that the Section 871(m) anti-abuse rule could apply to their Notes

SUPPLEMENTAL PLAN OF DISTRIBUTION

We have agreed to sell to Barclays Capital Inc. (the "Agent"), and the Agent has agreed to purchase from us, the principal amount of the Notes,
and at the price, specified on the cover of this pricing supplement. The Agent commits to take and pay for all of the Notes, if any are taken.

In addition, as described on the cover page of this pricing supplement, the Agent will pay (and be reimbursed by the Issuer for) (a) additional fees
or concessions to certain dealers participating in the offering of the Notes as compensation for the sale by such dealers of the Notes and
(b) additional marketing, structuring, educational or other fees in connection with the distribution of the Notes by certain dealers participating in
such distribution.

PS-9
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Document Outline

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