Obligation CBIC 0% ( US13605WSB80 ) en USD

Société émettrice CBIC
Prix sur le marché 100 %  ⇌ 
Pays  Canada
Code ISIN  US13605WSB80 ( en USD )
Coupon 0%
Echéance 04/04/2022 - Obligation échue



Prospectus brochure de l'obligation CIBC US13605WSB80 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 5 250 000 USD
Cusip 13605WSB8
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WSB80, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/04/2022







424B2 1 a19-18205_64424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

PRICING SUPPLEMENT dated September 30, 2019
(To ETF Underlying Supplement dated November 15, 2018, Prospectus Supplement dated November 6, 2018
and Prospectus dated March 28, 2017)


Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes

Market Linked Securities--Leveraged Upside Participation to a Cap and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the SPDR® S&P 500® ETF Trust due April 4, 2022


Linked to the SPDR® S&P 500® ETF Trust (the "Fund")

Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide

for a payment at maturity that may be greater than, equal to or less than the principal amount of the securities, depending on the performance
of the Fund from its Initial Price to its Final Price. The payment at maturity will reflect the following terms:

If the price of the Fund increases, you will receive the principal amount plus 150% participation in the upside performance of the Fund,
subject to a maximum return at maturity of 21% of the principal amount

If the price of the Fund does not change or decreases but the decrease is not more than 10%, you will be repaid the principal amount

If the price of the Fund decreases by more than 10%, you will receive less than the principal amount and have 1-to-1 downside exposure to
the decrease in the price of the Fund in excess of 10%
Investors may lose up to 90% of the principal amount

All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue the

Fund or any securities held by the Fund for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or
some of your investment
No periodic interest payments or dividends

No exchange listing; designed to be held to maturity


The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See "Risk
Factors" beginning on page PRS-8 herein and beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and
page 1 of the prospectus.

The securities are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the securities are subject to the credit risk of Canadian
Imperial Bank of Commerce. The securities will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other government agency or instrumentality of Canada, the United States or any other jurisdiction. The securities are not bail-
inable notes (as defined on page S-2 of the prospectus supplement).

Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or disapproved of these securities
or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.


Original Offering Price
Underwriting Discount (1)
Proceeds to CIBC
Per Security
$1,000.00
$27.70
$972.30
Total
$5,250,000.00
$145,425.00
$5,104,575.00

(1) The agent, Wells Fargo Securities, LLC ("Wells Fargo Securities"), will receive an underwriting discount of $27.70 per security. The agent may resell the securities to other securities dealers at the principal
amount less a concession not in excess of $17.50 per security. Such securities dealers may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent will pay $0.75 per security of the
underwriting discount to WFA as a distribution expense fee for each security sold by WFA. See "Supplemental Plan of Distribution" in this pricing supplement and "Use of Proceeds and Hedging" in the
underlying supplement for information regarding how we may hedge our obligations under the securities.

Our estimated value of the securities on the Pricing Date, based on our internal pricing models, is $967.70 per security. The estimated value is less than the principal amount of the securities. See "The Estimated
Value of the Securities" in this pricing supplement.

Wells Fargo Securities


M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2

https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]



TERMS OF THE SECURITIES

The information in this "Terms of the Securities" section is only a summary and is qualified by the more detailed information set forth in this
pricing supplement, the underlying supplement, the prospectus supplement and the prospectus, each filed with the SEC. See "About This Pricing
Supplement" in this pricing supplement.


Issuer:
Canadian Imperial Bank of Commerce

Reference Asset:
The SPDR® S&P 500® ETF Trust (Bloomberg ticker symbol "SPY")

Pricing Date:
September 30, 2019

Issue Date:
October 3, 2019

Principal Amount:
$1,000 per security. References in this pricing supplement to a "security" are to a security with a principal amount of
$1,000.

Redemption Amount:
On the Stated Maturity Date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the
Redemption Amount. The "Redemption Amount" per security will equal:
· if the Final Price is greater than the Initial Price, the lesser of:
(i) $1,000 plus:


(ii) the Capped Value;
· if the Final Price is less than or equal to the Initial Price, but greater than or equal to the Threshold Price: $1,000; or
· if the Final Price is less than the Threshold Price: $1,000 minus :


If the Final Price is less than the Threshold Price, you will receive less, and up to 90% less, than the principal
amount of your securities at maturity.

April 4, 2022. If the Final Valuation Date is postponed, the Stated Maturity Date will be the later of (i) April 4, 2022
and (ii) three Business Days after the Final Valuation Date, as postponed. No interest will be paid in respect of such
Stated Maturity Date:
postponement. See "Additional Terms of the Securities--Market Disruption Events" below. The securities are not
subject to redemption at the option of CIBC or repayment at the option of any holder of the securities prior to the Stated
Maturity Date.

Fund Closing Price:
The "Fund Closing Price" with respect to the Fund on any Trading Day means the product of (i) the Closing Price of
one share of the Fund (or one unit of any other security for which a Fund Closing Price must be determined) on such
Trading Day and (ii) the Adjustment Factor applicable to the Fund on such Trading Day.

Closing Price:
The "Closing Price" for one share of the Fund (or one unit of any other security for which a closing price must be
determined) on any Trading Day means the official closing price on such day published by the principal U.S. securities
exchange registered under the Securities Exchange Act of 1934, on which the Fund (or any such other security) is listed
or admitted to trading.

PRS-2

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2



Adjustment Factor:
The "Adjustment Factor" means, with respect to a share of the Fund (or one unit of any other security for which a Fund
Closing Price must be determined), 1.0, subject to adjustment in the event of certain events affecting the shares of the
Fund. See "Additional Terms of the Securities--Anti-dilution Adjustments Relating to the Fund; Alternate Calculation"
below.

https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]



Initial Price:
$296.77, the Fund Closing Price of the Fund on the Pricing Date.

Final Price:
The "Final Price" will be the Fund Closing Price of the Fund on the Final Valuation Date.

121% of the principal amount per security ($1,210 per security). As a result of the Capped Value, the maximum return
Capped Value:
at maturity of the securities will be 21% of the principal amount.

Threshold Price:
$267.093, which is equal to 90% of the Initial Price.

Participation Rate:
150%

March 28, 2022. If such day is not a Trading Day, the Final Valuation Date will be postponed to the next succeeding
Final Valuation Date:
Trading Day. The Final Valuation Date is subject to postponement due to the occurrence of a market disruption event.
See "Additional Terms of the Securities--Market Disruption Events" in this pricing supplement.

Calculation Agent:
CIBC

Material U.S. Tax
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and
Consequences:
disposition of the securities, see "Summary of U.S. Federal Income Tax Consequences" in this pricing supplement and
"Certain U.S. Federal Income Tax Consequences" in the underlying supplement.

Wells Fargo Securities. The agent may resell the securities to other securities dealers, including securities dealers
acting as custodians, at the principal amount of the securities less a concession of not in excess of $17.50 per security.
Agent:
Such securities dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo
Securities will pay $0.75 per security of the underwriting discount to WFA as a distribution expense fee for each
security sold by WFA.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:
13605WSB8 / US13605WSB80

PRS-3

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


DETERMINING PAYMENT AT MATURITY

On the Stated Maturity Date, you will receive a cash payment per security (the Redemption Amount) calculated as follows:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]



PRS-4

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


HYPOTHETICAL PAYOUT PROFILE

The following profile is based on the Capped Value of 121.00% of the principal amount or $1,210.00 per security, the Participation Rate of 150%
and the Threshold Price equal to 90% of the Initial Price. This graph has been prepared for purposes of illustration only. Your actual return will
depend on the actual Final Price and whether you hold your securities to maturity.

https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]



PRS-5

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated March 28, 2017 (the "prospectus"), the prospectus supplement dated
November 6, 2018 (the "prospectus supplement") and the ETF Underlying Supplement dated November 15, 2018 (the "underlying supplement"),
relating to our Senior Global Medium-Term Notes, of which these securities are a part, for additional information about the securities. Information
included in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus to the
extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the underlying
supplement, the prospectus supplement and the prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying underlying
supplement, prospectus supplement and prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No
one is authorized to give information other than that contained in this pricing supplement, the accompanying underlying supplement, prospectus
supplement and prospectus, and in the documents referred to in these documents and which are made available to the public. We have not, and
Wells Fargo Securities has not, authorized any other person to provide you with different or additional information. If anyone provides you with
different or additional information, you should not rely on it.

We are not, and Wells Fargo Securities is not, making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in or incorporated by reference in this pricing supplement, the accompanying underlying
supplement, prospectus supplement or prospectus is accurate as of any date other than the date of the applicable document. Our business, financial
condition, results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying underlying
supplement, prospectus supplement or prospectus constitutes an offer, or an invitation on our behalf or on behalf of Wells Fargo Securities, to
subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial Bank of
Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):

·
ETF Underlying Supplement dated November 15, 2018:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]


https://www.sec.gov/Archives/edgar/data/1045520/000110465918068970/a18-39408_20424b2.htm

·
Prospectus Supplement dated November 6, 2018 and Prospectus dated March 28, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066166/a18-37094_1424b2.htm

PRS-6

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


INVESTOR CONSIDERATIONS

We have designed the securities for investors who:

·
seek 150% leveraged exposure to any upside performance of the Fund if the Final Price is greater than the Initial Price, subject to the

maximum return at maturity of 21% of the principal amount;
·
desire to limit downside exposure to the Fund through the 10% buffer;

·
understand that if the Final Price is less than the Initial Price by more than 10%, they will receive at maturity less, and up to 90% less,

than the principal amount per security;
·
are willing to forgo periodic interest payments on the securities and dividends on shares of the Fund; and

·
are willing to hold the securities until maturity.


The securities are not designed for, and may not be a suitable investment for, investors who:

·
seek a liquid investment or are unable or unwilling to hold the securities to maturity;

·
are unwilling to accept the risk that the Final Price of the Fund may decrease by more than 10% from the Initial Price;

·
seek uncapped exposure to the upside performance of the Fund;

·
seek full return at maturity of the principal amount of the securities;

·
are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the original offering price;

·
seek current income;

·
are unwilling to accept the risk of exposure to the large capitalization segment of the United States equity markets;

·
seek exposure to the Fund but are unwilling to accept the risk/return trade-offs inherent in the payment at maturity for the securities;

·
are unwilling to accept the credit risk of Canadian Imperial Bank of Commerce to obtain exposure to the Fund generally, or to the

exposure to the Fund that the securities provide specifically; or
·
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.


PRS-7

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


RISK FACTORS

The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities or the Fund. You should carefully consider the risk factors set forth below and "Risk Factors" beginning on page S-1 of the
accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus, as well as the other information
contained in this pricing supplement and the accompanying underlying supplement, prospectus supplement and prospectus, including the
documents they incorporate by reference. As described in more detail below, the value of the securities may vary considerably before the Stated
Maturity Date due to events that are difficult to predict and are beyond our control. You should reach an investment decision only after you have
carefully considered with your advisors the suitability of an investment in the securities in light of your particular circumstances. The index
underlying the Fund is sometimes referred to as the "Underlying Index."

If The Final Price Is Less Than The Threshold Price, You Will Receive At Maturity Less, And Up To 90% Less, Than The Principal
Amount Of Your Securities.
https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]



We will not repay you a fixed amount on the securities on the Stated Maturity Date. The Redemption Amount will depend on the direction of and
percentage change in the Final Price of the Fund relative to the Initial Price and the other terms of the securities. Because the price of the Fund will
be subject to market fluctuations, the Redemption Amount you receive may be more or less, and possibly significantly less, than the principal
amount of your securities.

If the Final Price is less than the Threshold Price, the Redemption Amount that you receive at maturity will be reduced by an amount equal to the
decline in the price of the Fund to the extent it is below the Threshold Price (expressed as a percentage of the Initial Price). The Threshold Price is
90% of the Initial Price. As a result, you may receive less, and up to 90% less, than the principal amount per security at maturity even if the price of
the Fund is greater than or equal to the Initial Price or the Threshold Price at certain times during the term of the securities.

Even if the Final Price is greater than the Initial Price, the amount you receive at maturity may only be slightly greater than the principal amount,
and your yield on the securities may be less than the yield you would earn if you bought a traditional interest-bearing debt security of CIBC or
another issuer with a similar credit rating with the same Stated Maturity Date.

Your Return Will Be Limited By The Capped Value And May Be Less Than The Return On A Direct Investment In The Fund.

The opportunity to participate in the possible increases in the price of the Fund through an investment in the securities will be limited because the
Redemption Amount will not exceed the Capped Value. Furthermore, the effect of the Participation Rate will be progressively reduced for all Final
Prices exceeding the Final Price at which the Capped Value is reached.

No Periodic Interest Will Be Paid On The Securities.

No periodic interest will be paid on the securities. However, if the securities were classified for U.S. federal income tax purposes as contingent
payment debt instruments rather than prepaid forward contracts, you would be required to accrue interest income over the term of your securities.
See "Summary of U.S. Federal Income Tax Consequences" in this pricing supplement and "Certain U.S. Federal Income Tax Consequences" in the
underlying supplement.

The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce.

The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under
the securities are subject to our creditworthiness, and you will have no ability to pursue the Fund or any securities held by the Fund for payment.
As a result, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of the securities
and, in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the securities. See
"Description of the Notes We May Offer--Events of Default" in the prospectus supplement.

Our Estimated Value Of The Securities Is Lower Than The Original Offering Price Of The Securities.

Our estimated value is only an estimate using several factors. The original offering price of the securities exceeds our estimated value because
costs associated with selling and structuring the securities, as well as hedging the securities, are included in the original offering price of the
securities. See "The Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others' Estimates.

Our estimated value of the securities was determined by reference to our internal pricing models when the terms of the securities were set. This
estimated value was based on market conditions and other relevant factors existing at that time and our assumptions about

PRS-8

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could
provide valuations for the securities that are greater than or less than our estimated value. In addition, market conditions and other relevant factors
in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly
based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may
impact the price, if any, at which Wells Fargo Securities or any other person would be willing to buy securities from you in secondary market
transactions. See "The Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.

The internal funding rate used in the determination of our estimated value generally represents a discount from the credit spreads for our
conventional fixed-rate debt. If we were to have used the interest rate implied by our conventional fixed-rate credit spreads, we would expect the
economic terms of the securities to be more favorable to you. Consequently, our use of an internal funding rate had an adverse effect on the terms
of the securities and could have an adverse effect on any secondary market prices of the securities. See "The Estimated Value of the Securities" in
this pricing supplement.

https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]


The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person
May Be Willing To Buy The Securities From You In The Secondary Market.

The price, if any, at which Wells Fargo Securities or any of its affiliates may purchase the securities in the secondary market will be based on
Wells Fargo Securities' proprietary pricing models and will fluctuate over the term of the securities as a result of changes in the market and other
factors described in the next risk factor. Any such secondary market price for the securities will also be reduced by a bid-offer spread, which may
vary depending on the aggregate principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of
unwinding any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such
secondary market price for the securities will likely be less than the original offering price.

If Wells Fargo Securities or any of its affiliates makes a secondary market in the securities at any time up to the Issue Date or during the three-
month period following the Issue Date, the secondary market price offered by Wells Fargo Securities or any of its affiliates will be increased by an
amount reflecting a portion of the costs associated with selling, structuring, hedging and issuing the securities that are included in the original
offering price. Because this portion of the costs is not fully deducted upon issuance, any secondary market price offered by Wells Fargo Securities
or any of its affiliates during this period will be higher than it would be if it were based solely on Wells Fargo Securities' proprietary pricing
models less the bid-offer spread and hedging unwind costs described above. The amount of this increase in the secondary market price will decline
steadily to zero over this three-month period. If you hold the securities through an account at Wells Fargo Securities or one of its affiliates, we
expect that this increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your
securities through an account at a broker-dealer other than Wells Fargo Securities or any of its affiliates, the value of the securities on your
brokerage account statement may be different than if you held your securities at Wells Fargo Securities or any of its affiliates.

The Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

The value of the securities prior to maturity will be affected by the then-current price of the Fund, interest rates at that time and a number of other
factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor.
The following factors, among others, are expected to affect the value of the securities. When we refer to the "value" of your security, we mean the
value you could receive for your security if you are able to sell it in the open market before the Stated Maturity Date.

·
Fund Performance. The value of the securities prior to maturity will depend substantially on the then-current price of the Fund. The

price at which you may be able to sell the securities before maturity may be at a discount, which could be substantial, from their
principal amount, if the price of the Fund at such time is less than, equal to or not sufficiently above its Initial Price.

·
Capped Value. We anticipate that the value of the securities will always be at a discount to the Capped Value.


·
Interest Rates. The value of the securities may be affected by changes in the interest rates in the U.S. markets.


·
Volatility Of The Fund. Volatility is the term used to describe the size and frequency of market fluctuations. The value of the

securities may be affected if the volatility of the Fund changes.

PRS-9

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


·
Time Remaining To Maturity. The value of the securities at any given time prior to maturity will likely be different from that which

would be expected based on the then-current price of the Fund. This difference will most likely reflect a discount due to expectations
and uncertainty concerning the price of the Fund during the period of time still remaining to the maturity date. In general, as the time
remaining to maturity decreases, the value of the securities will approach the amount that could be payable at maturity based on the
then-current price of the Fund.

·
Dividend Yields On Securities Included In The Fund. The value of the securities may be affected by the dividend yields on the

Fund and the securities held by the Fund (the amount of such dividends may adversely affect the Closing Price of the shares of the
Fund).

·
Our Credit Ratings, Financial Condition And Results Of Operation. Actual or anticipated changes in our credit ratings, financial

condition or results of operation may affect the value of the securities. However, because the return on the securities is dependent upon
factors in addition to our ability to pay our obligations under the securities, such as the price of the Fund, an improvement in our credit
ratings, financial condition or results of operation will not reduce the other investment risks related to the securities.

You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change
in the value of the securities attributable to another factor, such as a change in the price of the Fund.

https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]


The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although Wells Fargo Securities
and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the
securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a
secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which
Wells Fargo Securities and/or its affiliates are willing to buy your securities.

If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your securities prior
to maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to maturity.

Anti-dilution Adjustments Relating To The Shares Of The Fund Do Not Address Every Event That Could Affect Such Shares.

The Adjustment Factor, as described herein, will be used to determine the Final Price of the Fund. The Adjustment Factor will be adjusted by the
calculation agent for certain events affecting the shares of the Fund. However, the calculation agent will not make an adjustment for every event
that could affect such shares. If an event occurs that does not require the calculation agent to adjust the Adjustment Factor, the value of the
securities may be adversely affected.

The Performance Of A Fund May Not Correlate With The Performance Of Its Underlying Index As Well As The Net Asset Value Per
Share Of The Fund, Especially During Periods Of Market Volatility.

Although a Fund is designed to track the performance of its Underlying Index, the performance of the Fund and that of its Underlying Index
generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also
possible that the performance of a Fund may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its
Underlying Index. This could be due to, for example, the Fund not holding all or substantially all of the underlying assets included in the
Underlying Index and/or holding assets that are not included in the Underlying Index, the temporary unavailability of certain securities in the
secondary market, the performance of any derivative instruments held by the Fund, differences in trading hours between the Fund (or the
underlying assets held by the Fund) and the Underlying Index, or due to other circumstances. This variation in performance is called the "tracking
error," and, at times, the tracking error may be significant.

In addition, because the shares of a Fund are traded on a securities exchange and are subject to market supply and investor demand, the market
price of one share of the Fund may differ from its net asset value per share; shares of the Fund may trade at, above, or below its net asset value per
share.

During periods of market volatility, securities held by a Fund may be unavailable in the secondary market, market participants may be unable to
calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely affected. This kind of market volatility
may also disrupt the ability of market participants to create and redeem shares of the Fund. Further, market volatility may adversely affect,
sometimes materially, the prices at which market participants are willing to buy and sell shares of the

PRS-10

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from the net asset value per share of
the Fund.

For the foregoing reasons, the performance of a Fund may not match the performance of its Underlying Index over the same period. Because of this
variance, the return on the securities, to the extent dependent on the performance of the Fund, may not be the same as an investment directly in the
securities, commodities, or other assets included in the Underlying Index or the same as a debt security with a return linked to the performance of
the Underlying Index.

The Stated Maturity Date May Be Postponed If The Final Valuation Date Is Postponed.

The Final Valuation Date will be postponed if the originally scheduled Final Valuation Date is not a Trading Day or if the calculation agent
determines that a market disruption event has occurred or is continuing on that day. If such a postponement occurs, the Stated Maturity Date will
be postponed until the later of (i) the initial Stated Maturity Date and (ii) three Business Days after the Final Valuation Date, as postponed.

We Or One Of Our Affiliates Will Be The Calculation Agent And, As A Result, Potential Conflicts Of Interest Could Arise.

We or one of our affiliates will be the calculation agent for purposes of determining, among other things, the Initial Price and the Final Price,
calculating the Redemption Amount, determining whether adjustments should be made to the Adjustment Factor, determining whether a market
disruption event has occurred on the scheduled Final Valuation Date, which may result in postponement of the Final Valuation Date; determining
the Closing Price of the Fund if the Final Valuation Date is postponed to the last day to which it may be postponed and a market disruption event
https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]


occurs on that day; if publication of the Fund is discontinued, selecting a successor fund or, if no successor fund is available, determining the Fund
Closing Price on the Final Valuation Date and determining whether to adjust the Fund Closing Price of the Fund on the Final Valuation Date in the
event of certain changes in or modifications to the Fund or the Underlying Index. Although the calculation agent will exercise its judgment in good
faith when performing its functions, potential conflicts of interest may exist between the calculation agent and you.

Our Economic Interests And Those Of Any Dealer Participating In The Offering Of Securities Will Potentially Be Adverse To Your
Interests.

You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the
securities, which we refer to as a "participating dealer," will potentially be adverse to your interests as an investor in the securities. In engaging in
certain of the activities described below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the
value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.
Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable
investment return on the securities.

·
Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the

securities and may adversely affect the price of the Fund. Our affiliates or any dealer participating in the offering of the securities
or its affiliates may, at present or in the future, publish research reports on the Fund or the Underlying Index or the companies
whose securities are included in the Fund or the Underlying Index. This research will be modified from time to time without notice
and may, at present or in the future, express opinions or provide recommendations that are inconsistent with purchasing or holding
the securities. Any research reports on the Fund or the Underlying Index or the companies whose securities are included in the Fund
or the Underlying Index could adversely affect the price of the Fund and, therefore, adversely affect the value of and your return on
the securities. You are encouraged to derive information concerning the Fund and the Underlying Index from multiple sources and
should not rely on the views expressed by us or our affiliates or any participating dealer or its affiliates. In addition, any research
reports on the Fund or the Underlying Index or the companies whose securities are included in the Fund or the Underlying Index
published on or prior to the Pricing Date could result in an increase in the price of the Fund on the Pricing Date, which would
adversely affect investors in the securities by increasing the price at which the Fund must close on the Final Valuation Date in order
for investors in the securities to receive a favorable return.

·
Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are included

in the Fund may adversely affect the price of the Fund. Our affiliates or any participating dealer or its affiliates may, at present or
in the future, engage in business with the companies whose securities are included in the Fund or the Underlying Index, including
making loans to those companies (including exercising creditors' remedies with respect to such loans), making equity investments
in those companies or providing investment banking, asset management or other advisory services to those companies. These
business activities could adversely affect the price of the Fund and, therefore, adversely affect the value of and your return on the
securities. In addition, in the course of

PRS-11

M a rk e t Link e d Se c urit ie s-- Le ve ra ge d U pside Pa rt ic ipa t ion t o a Ca p
a nd Fix e d Pe rc e nt a ge Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he SPDR® S& P 5 0 0 ® ET F T rust due April 4 , 2 0 2 2


these business activities, our affiliates or any participating dealer or its affiliates may acquire non-public information about one or
more of the companies whose securities are included in the Fund or the Underlying Index. If our affiliates or any participating dealer
or its affiliates do acquire such non-public information, we and they are not obligated to disclose such non-public information to
you.

·
Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the price of the Fund. We

expect to hedge our obligations under the securities through one or more hedge counterparties, which may include our affiliates or
any participating dealer or its affiliates. Pursuant to such hedging activities, our hedge counterparty may acquire shares of the Fund
or securities included in the Fund or the Underlying Index or listed or over-the-counter derivative or synthetic instruments related to
the Fund or such securities. Depending on, among other things, future market conditions, the aggregate amount and the composition
of such positions are likely to vary over time. To the extent that our hedge counterparty has a long hedge position in shares of the
Fund or in any of the securities included in the Fund or the Underlying Index, or derivative or synthetic instruments related to the
Fund or such securities, they may liquidate a portion of such holdings at or about the time of the Final Valuation Date or at or about
the time of a change in the securities included in the Fund or the Underlying Index. These hedging activities could potentially
adversely affect the price of the shares of the Fund and, therefore, adversely affect the value of and your return on the securities.

·
Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the price of the Fund. Our

affiliates or any participating dealer or its affiliates may engage in trading in shares of the Fund or the securities included in the Fund
or the Underlying Index and other instruments relating to the Fund or such securities on a regular basis as part of their general
https://www.sec.gov/Archives/edgar/data/1045520/000110465919052404/a19-18205_64424b2.htm[10/2/2019 10:42:59 AM]


Document Outline