Obligation Barclay PLC 0% ( US06747MU532 ) en USD

Société émettrice Barclay PLC
Prix sur le marché 100 %  ▼ 
Pays  Royaume-Uni
Code ISIN  US06747MU532 ( en USD )
Coupon 0%
Echéance 22/05/2024 - Obligation échue



Prospectus brochure de l'obligation Barclays PLC US06747MU532 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 3 068 000 USD
Cusip 06747MU53
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's NR
Description détaillée Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-Uni ) , en USD, avec le code ISIN US06747MU532, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/05/2024

L'Obligation émise par Barclay PLC ( Royaume-Uni ) , en USD, avec le code ISIN US06747MU532, a été notée NR par l'agence de notation Moody's.







424B2 1 a19-10183_21424b2.htm 424B2 - STIFEL [BARC-AMERICAS.FID1058023]

Pricing Supplement dated May 17, 2019
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated March 30, 2018, the Prospectus Supplement dated July 18, 2016 and the Index Supplement dated July 18, 2016)
Registration No. 333­212571

$ 3 ,0 6 8 ,0 0 0
Digit a l Plus N ot e s due M a y 2 2 , 2 0 2 4
Link e d t o t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Globa l M e dium -T e rm N ot e s , Se rie s A

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:
May 17, 2019
Issue Date:
May 22, 2019
Final Valuation Date:*
May 17, 2024
Maturity Date:*
May 22, 2024
Reference Asset:
The S&P 500® Index (Bloomberg ticker symbol "SPX <Index>")
Digital Percentage:
32.50%
Initial Value:
2,859.53, the Closing Value of the Reference Asset on the Initial Valuation Date
Final Value:
The Closing Value of the Reference Asset on the Final Valuation Date
Barrier Value:
2,144.65, equal to 75.00% of the Initial Value (rounded to two decimal places)
Reference Asset Return:
The performance of the Reference Asset from the Initial Value to the Final Value, calculated as follows:
Final Value ­ Initial Value
Initial Value
Payment at Maturity:
If you hold the Notes to maturity, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note that you
hold determined as follows:
If the Final Value is greater than or equal to the Initial Value, you will receive an amount per $1,000 principal amount
Note calculated as follows:
$1,000 + [$1,000 × the greater of (a) Digital Percentage or (b) Reference Asset Return]
If the Final Value is less than the Initial Value but greater than or equal to the Barrier Value, you will receive an amount
per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × Reference Asset Return × -1]
If the Final Value is less than the Barrier Value, you will receive an amount per $1,000 principal amount Note calculated
as follows:
$1,000 + [$1,000 × Reference Asset Return]
If the Final Value is less than the Barrier Value, your Notes will be fully exposed to the decline of the Reference Asset from its
Initial Value. You may lose up to 100.00% of the principal amount of your Notes at maturity.
Any payment on the Notes, including any repayment of principal, is not guaranteed by any third party and is subject to (a) the
creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS-4 of this
pricing supplement) 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 Power:
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. See "Consent to U.K. Bail-in Power" on page PS­2 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)
Proceeds to Barclays Bank PLC









Per Note
$1,000
100%
2.75%
97.25%




Total
$3,068,000
$3,068,000
$84,370
$2,983,630

(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 $972.50 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 $958.90 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 PS­3 of this pricing supplement.

(3) Barclays Capital Inc. will receive commissions from the Issuer of 2.75% of the principal amount of the Notes, or $27.50 per $1,000 principal amount. Barclays
Capital Inc. will use these commissions to pay selling concessions or fees (including custodial or clearing fees) to other dealers.

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Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S­7 of the prospectus supplement and "Selected Risk Considerations"
beginning on page PS­7 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 U.S. Securities and Exchange Commission (the "SEC") nor any
state securities commission has approved or disapproved of these Notes or determined that this pricing supplement is truthful or complete. Any representation to
the contrary is a criminal offense.

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


Terms of the Notes, Continued

Closing Value:
The term "Closing Value" means the closing level of the Reference Asset, as further described under "Reference Assets--Indices--
Special Calculation Provisions" in the prospectus supplement, rounded to two decimal places
Calculation Agent:
Barclays Bank PLC
CUSIP / ISIN:
06747MU53 / US06747MU532

* Subject to postponement, 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 March 30, 2018, as supplemented by the prospectus supplement dated
July 18, 2016 and the index supplement dated July 18, 2016, relating to our Global Medium-Term Notes, Series A, of which these Notes are a part.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous
oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters
set forth under "Risk Factors" in the prospectus supplement 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.

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

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

·
Prospectus dated March 30, 2018:

https://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.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:

https://www.sec.gov/Archives/edgar/data/312070/000110465916133002/a16-14463_22424b3.htm

Our SEC file number is 1­10257. As used in this pricing supplement, "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
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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 respect of that entity.

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

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

PS-2

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 may 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 three
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
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 PS­7 of this pricing supplement.

PS-3
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SELECTED PURCHASE CONSIDERATIONS

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

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


·
You anticipate that the Final Value will be greater than or equal to the Initial Value.


·
You can tolerate a loss of some or all of your principal amount, and you are willing and able to make an investment that may have the full

downside market risk of an investment in the Reference Asset.

·
You understand and are willing and able to accept the risks associated with an investment linked to the performance of the Reference

Asset.

·
You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the securities

composing the Reference Asset, nor will you have any voting rights with respect to the securities composing the Reference Asset.

·
You can tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Asset.

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

maturity.

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


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


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

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


·
You anticipate that the Final Value will be less than the Barrier Value.


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

that you may lose some or all of the principal amount of your Notes.

·
You seek uncapped exposure to any positive performance of the Reference Asset.


·
You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance of the

Reference Asset.

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

Reference Asset.

·
You cannot tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Asset.

·
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 prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and

credit ratings.

·
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.

In addition, the Reference Asset 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.
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PS-4

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY

The following examples demonstrate the hypothetical payment at maturity under various circumstances. The "total return" as used in these
examples 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 assumption:


Hypothetical Initial Value: 100.00*



Hypothetical Barrier Value: 75.00 (75.00% of the hypothetical Initial Value set forth above)*


*
The hypothetical Initial Value of 100.00 and the hypothetical Barrier Value of 75.00 have been chosen for illustrative purposes only. The

actual Initial Value and Barrier Value is as set forth on the cover of this pricing supplement.

Final Value
Reference Asset Return
Payment at Maturity**
Total Return on Notes
170.00
70.00%
$1,700.00
70.00%
160.00
60.00%
$1,600.00
60.00%
150.00
50.00%
$1,500.00
50.00%
140.00
40.00%
$1,400.00
40.00%
132.50
32.50%
$1,325.00
32.50%
130.00
30.00%
$1,325.00
32.50%
120.00
20.00%
$1,325.00
32.50%
110.00
10.00%
$1,325.00
32.50%
100.00
0.00%
$1,325.00
32.50%
90.00
-10.00%
$1,100.00
10.00%
80.00
-20.00%
$1,200.00
20.00%
75.00
-25.00%
$1,250.00
25.00%
70.00
-30.00%
$700.00
-30.00%
60.00
-40.00%
$600.00
-40.00%
50.00
-50.00%
$500.00
-50.00%
40.00
-60.00%
$400.00
-60.00%
30.00
-70.00%
$300.00
-70.00%
20.00
-80.00%
$200.00
-80.00%
10.00
-90.00%
$100.00
-90.00%
0.00
-100.00%
$0.00
-100.00%

** per $1,000 principal amount Note

The following examples illustrate how the payments at maturity set forth in the table above are calculated:

Example 1: The value of the Reference Asset increases from an Initial Value of 100.00 to a Final Value of 110.00.

Because the Final Value is greater than or equal to the Initial Value and the Reference Asset Return is less than the Digital Percentage, you will
receive a payment at maturity of $1,325.00 per $1,000 principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × greater of (a) Digital Percentage or (b) Reference Asset Return]
$1,000 + [$1,000 × 32.50%] = $1,325.00

The total return on investment of the Notes is 32.50%.

Example 2: The value of the Reference Asset increases from an Initial Value of 100.00 to a Final Value of 140.00.

Because the Reference Asset Return is greater than the Digital Percentage, you will receive a payment at maturity of $1,400.00 per $1,000
principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × greater of (a) Digital Percentage or (b) Reference Asset Return]
$1,000 + [$1,000 × 40.00%] = $1,400.00

The total return on investment of the Notes is 40.00%.

Example 3: The value of the Reference Asset decreases from an Initial Value of 100.00 to a Final Value of 90.00.

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Because the Final Value is less than the Initial Value but greater than or equal to the Barrier Value, you will receive a payment at maturity of
$1,100.00 per $1,000 principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × Reference Asset Return × -1]
$1,000 + [$1,000 × -10.00% × -1] = $1,100.00

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

PS-5

Example 4: The value of the Reference Asset decreases from an Initial Value of 100.00 to a Final Value of 50.00.

Because the Final Value is less than the Barrier Value, you will receive a payment at maturity of $500.00 per $1,000 principal amount Note that
you hold, calculated as follows:

$1,000 + [$1,000 × Reference Asset Return]
$1,000 + [$1,000 × -50.00%] = $500.00

The total return on investment of the Notes is -50.00%.

PS-6

SELECTED RISK CONSIDERATIONS

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference Asset 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 differ from ordinary debt securities in that the Issuer will not

necessarily repay the full principal amount of the Notes at maturity. If the Final Value is less than the Barrier Value, your Notes will be fully
exposed to the decline of the Reference Asset from its Initial Value. You may lose up to 100.00% of the principal amount of your Notes.
Any payment on the Notes is subject to the credit risk of Barclays Bank PLC.

·
The Payment at Maturity of Your Notes is Based Solely on the Closing Value of the Reference Asset on the Final Valuation Date--The

Final Value (and the resulting Reference Asset Return) will be based solely on the Closing Value of the Reference Asset on the Final
Valuation Date. Accordingly, if the value of the Reference Asset drops on the Final Valuation Date, the payment at maturity on the Notes may
be significantly less than it would have been had it been linked to the value of the Reference Asset at any time prior to such drop.

·
Credit of Issuer--The Notes are unsecured and unsubordinated debt obligations of the Issuer, Barclays Bank PLC, and are not, either directly

or indirectly, an obligation of any third party. Any payment to be made on the Notes is subject to the ability of Barclays Bank PLC to satisfy
its obligations as they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays
Bank PLC may affect the market value of the Notes, and in the event Barclays Bank PLC were to default on its obligations, you 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
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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.

·
Owning the Notes is Not the Same as Owning the Securities Composing the Reference Asset--The return on the Notes may not reflect

the return you would realize if you actually owned the securities composing the Reference Asset. As a holder of the Notes, you will not
receive interest payments, and you will not have voting rights or rights to receive dividends or other distributions or other rights that holders of
securities underlying the Reference Asset would have.

·
The Reference Asset Reflects the Price Return of the Securities Composing the Reference Asset, Not the Total Return--The return on

the Notes is based on the performance of the Reference Asset, which reflects changes in the market prices of the securities composing the
Reference Asset. The Reference Asset is not a "total return" index that, in addition to reflecting those price returns, would also reflect
dividends paid on the securities composing the applicable Reference Asset. Accordingly, the return on the Notes will not include such a total
return feature

·
Historical Performance of the Reference Asset Should Not Be Taken as Any Indication of the Future Performance of the Reference

Asset Over the Term of the Notes--The value of the Reference Asset has fluctuated in the past and may, in the future, experience significant
fluctuations. The historical performance of the Reference Asset is not an indication of the future performance of the Reference Asset over the
term of the Notes. Therefore, the performance of the Reference Asset over the term of the Notes may bear no relation or resemblance to the
historical performance of the Reference Asset.

·
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-7

·
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 May be Lower
Than the Estimated Value of Your Notes--The estimated value of the Notes will not be a prediction of the prices at which Barclays Capital
Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions (if they are
willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Notes in the secondary market at any
time will be influenced by many 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
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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.

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

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

In addition to the activities described above, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will determine
any values of the Reference Asset and make any other determinations necessary to calculate any payments on the Notes. In making these
determinations, we may be required to make discretionary judgments, including determining whether a market

PS-8

disruption event has occurred on any date that the value of a Reference Asset is to be determined; if a Reference Asset is discontinued or if the
sponsor of a Reference Asset fails to publish that Reference Asset, selecting a successor reference asset or, if no successor reference asset is
available, determining any value necessary to calculate any payments on the Notes; and calculating the value of a Reference Asset on any date
of determination in the event of certain changes in or modifications to a Reference Asset. 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.

·
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.

·
The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain--There is no direct legal authority regarding

the proper U.S. federal income tax treatment of the Notes, and we do not plan to request a ruling from the Internal Revenue Service (the
"IRS"). Consequently, significant aspects of the tax treatment of the Notes are uncertain, and the IRS or a court might not agree with the
treatment of the Notes as prepaid forward contracts, as described below under "Tax Considerations." If the IRS were successful in asserting an
alternative treatment for the Notes, the tax consequences of the ownership and disposition of the Notes could be materially and adversely
affected. In addition, in 2007 the Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S.
federal income tax treatment of "prepaid forward contracts" and similar instruments. Any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with
retroactive effect. You should review carefully the sections of the accompanying prospectus supplement entitled "Material U.S. Federal Income
Tax Consequences--Tax Consequences to U.S. Holders--Notes Treated as Prepaid Forward or Derivative Contracts" and, if you are a non-
U.S. holder, "--Tax Consequences to Non-U.S. Holders," and consult your tax advisor regarding the U.S. federal tax consequences of an
investment in the Notes (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.

·
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 market price of, dividend rate on and expected volatility of the Reference Asset and the components of the Reference Asset;


o
the time to maturity of the Notes;


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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-9

INFORMATION REGARDING THE REFERENCE ASSET

The Reference Asset consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more
information about the Reference Asset, please see "Indices--The S&P U.S. Indices" in the accompanying index supplement as supplemented by
the following updated information.

Beginning in June 2016 (or July 2017, in the case of IEX), U.S. common equities listed on Cboe BZX, Cboe BYX, Cboe EDGA, Cboe EDGX or
IEX were added to the universe of securities that are eligible for inclusion in the Reference Asset and, effective March 10, 2017, the minimum
unadjusted company market capitalization for potential additions to the Reference Asset was increased to $6.1 billion from $5.3 billion. In
addition, as of July 31, 2017, the securities of companies with multiple share class structures are no longer eligible to be added to the Reference
Asset, but securities already included in the Reference Asset have been grandfathered and are not affected by this change.

Historical Performance of the Reference Asset

The graph below sets forth the historical performance of the Reference Asset based on the daily Closing Values from January 2, 2014 through
May 17, 2019. We obtained the Closing Values shown in the graph below from Bloomberg Professional® service ("Bloomberg"). We have not
independently verified the accuracy or completeness of the information obtained from Bloomberg.

Historical Performance of the S&P 500® Index

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

PS-10

TAX CONSIDERATIONS

You should review carefully the sections entitled "Material U.S. Federal Income Tax Consequences--Tax Consequences to U.S. Holders--Notes
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Treated as Prepaid Forward or Derivative Contracts" and, if you are a non-U.S. holder, "--Tax Consequences to Non-U.S. Holders," in the
accompanying prospectus supplement. The following discussion, when read in combination with those sections, constitutes the full opinion of our
special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the
Notes. The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.

Based on current market conditions, in the opinion of our special tax counsel, it is reasonable to treat the Notes for U.S. federal income tax
purposes as prepaid forward contracts with respect to the Reference Asset. Assuming this treatment is respected, upon a sale or exchange of the
Notes (including redemption at maturity), you should recognize capital gain or loss equal to the difference between the amount realized on the sale
or exchange and your tax basis in the Notes, which should equal the amount you paid to acquire the Notes. This gain or loss on your Notes should
be treated as long-term capital gain or loss if you hold your Notes for more than a year, whether or not you are an initial purchaser of Notes at the
original issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
Notes could be materially and adversely affected. In addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting
comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the
underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-
U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime,
which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive
effect. You should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the Notes, including possible
alternative treatments and the issues presented by this notice.

Treasury regulations under Section 871(m) generally impose a withholding tax on certain "dividend equivalents" under certain "equity linked
instruments." A recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2021 that do not have a "delta
of one" with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an "Underlying
Security"). Based on our determination that the Notes do not have a "delta of one" within the meaning of the regulations, our special tax counsel is
of the opinion that these regulations should not apply to the Notes with regard to non-U.S. holders. Our determination is not binding on the IRS,
and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances,
including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax advisor regarding the
potential application of Section 871(m) to the Notes.

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

PS-11

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.

We expect that delivery of the Notes will be made against payment for the Notes on or about the Issue Date indicated on the cover of this pricing
supplement, which is more than two business days following the Initial Valuation. Under Rule 15c6­1 of the Securities Exchange Act of 1934, as
amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to two business days before delivery will be required, by virtue
of the fact that the Notes will initially settle in more than two business days, to specify alternative settlement arrangements to prevent a failed
settlement. See "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.

The Notes are not intended to be offered, sold or otherwise made available to and may not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA Retail Investor"). For these purposes, an EEA Retail Investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended from time to time, "MiFID"); (ii) a
customer within the meaning of Directive 2002/92/EC (as amended from time to time), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended from time
to time, including by Directive 2010/73/EU). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended
from time to time, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to EEA Retail Investors has been
prepared and therefore offering or selling such Notes or otherwise making them available to any EEA Retail Investor may be unlawful under the
PRIIPs Regulation.


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