Obligation CBIC 0% ( US13605WVE82 ) en USD

CBIC

100 % ⇌

Canada

US13605WVE82 ( en USD )

09/11/2021 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WVE82 en USD 0%, échue

1 000 USD

3 897 000 USD

13605WVE8

N/A

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 US13605WVE82, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/11/2021

424B2 1 a20-1290_7424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233663

PRICING SUPPLEMENT dated January 9, 2020
(To Equity Index Underlying Supplement dated December 16, 2019,
Prospectus Supplement dated December 16, 2019 and
Prospectus dated December 16, 2019)

Ca na dia n I m pe ria l Ba nk of Com m e rc e
$ 3 ,8 9 7 ,0 0 0
Se nior Globa l M e dium -T e rm N ot e s
Ca ppe d Le ve ra ge d Buffe re d S& P 5 0 0 ® I nde x -Link e d N ot e s
due N ove m be r 9 , 2 0 2 1

T he not e s do not be a r int e re st . The amount that you will be paid on your notes on the stated maturity date (November 9, 2021 subject to
adjustment) is based on the performance of the S&P 500® Index (the "underlier") as measured from the trade date to and including the
determination date (November 5, 2021, subject to adjustment). If the final underlier level on the determination date is greater than the initial
underlier level (3,274.70, which was the closing level of the underlier on the trade date), the return on your notes will be positive, subject to the
maximum settlement amount ($1,182.85 for each $1,000 face amount of your notes). If the final underlier level declines by up to 12.50% from
the initial underlier level, you will receive the face amount of your notes. I f t he fina l unde rlie r le ve l de c line s by m ore t ha n 1 2 .5 0 %
from t he init ia l unde rlie r le ve l, t he re t urn on your not e s w ill be ne ga t ive . Y ou c ould lose your e nt ire inve st m e nt in
t he not e s.

To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier
level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you will receive an amount in cash
equal to:

· if the underlier return is positive (i.e. the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the
product of (a) $1,000 times (b) 1.5 times (c) the underlier return, subject to the maximum settlement amount;

· if the underlier return is zero or negative but not below -12.50% (i.e. the final underlier level is equal to the initial underlier level or is less
than the initial underlier level, but not by more than 12.50%), $1,000; or

· if the underlier return is negative and is below -12.50% (i.e. the final underlier level is less than the initial underlier level by more than
12.50%), the sum of (i) $1,000 plus (ii) the product of (a) approximately 1.1429 times (b) the sum of the underlier return plus 12.50%
times (c) $1,000.

T he not e s ha ve c om ple x fe a t ure s a nd inve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in
c onve nt iona l de bt se c urit ie s. Se e "Addit iona l Risk Fa c t ors Spe c ific t o Y our N ot e s" be ginning on pa ge PRS-1 0 of t his
Pric ing Supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge S-1 of t he a c c om pa nying U nde rlying Supple m e nt .

Our estimated value of the notes on the trade date, based on our internal pricing models, is $995.50 per note. The estimated value is less than
the initial issue price of the notes. See "The Bank's Estimated Value of the Notes" in this Pricing Supplement.

Initial Issue Price
Price to Public
Agent's Commission
Proceeds to Issuer
Per Note
$1,000.00
100.00%
0.00%
100.00%
Total
$3,897,000.00
$3,897,000.00
$0.00
$3,897,000.00

T he not e s a re unse c ure d obliga t ions of Ca na dia n I m pe ria l Ba nk of Com m e rc e a nd a ll pa ym e nt s on t he not e s a re
subje c t t o t he c re dit risk of Ca na dia n I m pe ria l Ba nk of Com m e rc e . T he not e s w ill not c onst it ut e de posit s insure d by
t he Ca na da De posit I nsura nc e Corpora t ion, t he U .S. Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt
a ge nc y or inst rum e nt a lit y of Ca na da , t he U nit e d St a t e s or a ny ot he r jurisdic t ion. T he not e s a re not ba il-ina ble de bt
se c urit ie s (a s de fine d on pa ge 6 of t he prospe c t us). T he not e s w ill not be list e d on a ny U .S. se c urit ie s e x c ha nge or
int e rde a le r quot a t ion syst e m .

N e it he r t he U nit e d St a t e s Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e or provinc ia l se c urit ie s
c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s or de t e rm ine d if t his Pric ing Supple m e nt or t he
a c c om pa nying U nde rlying Supple m e nt , Prospe c t us Supple m e nt or Prospe c t us is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

The issue price, agent's commission and net proceeds listed above relate to the notes we will sell initially. We may decide to sell additional
notes after the trade date, at issue prices and with agent's commissions and net proceeds that differ from the amounts set forth above. The
return (whether positive or negative) on your investment will depend in part on the issue price you pay for your notes.

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CI BC World M a rk e t s Corp. or one of our ot he r a ffilia t e s m a y use t his Pric ing Supple m e nt in a m a rk e t -m a k ing
t ra nsa c t ion in a not e a ft e r it s init ia l sa le . U nle ss w e or our a ge nt inform s t he purc ha se r ot he rw ise in t he
c onfirm a t ion of sa le , t his Pric ing Supple m e nt is be ing use d in a m a rk e t -m a k ing t ra nsa c t ion.

We w ill de live r t he not e s in book -e nt ry form t hrough t he fa c ilit ie s of T he De posit ory T rust Com pa ny ("DT C") on
J a nua ry 1 6 , 2 0 2 0 a ga inst pa ym e nt in im m e dia t e ly a va ila ble funds.

CI BC World M a rk e t s

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2 0 2 1

ABOU T T H I S PRI CI N G SU PPLEM EN T

You should read this Pricing Supplement together with the Prospectus dated December 16, 2019 (the "Prospectus"), the
Prospectus Supplement dated December 16, 2019 (the "Prospectus Supplement") and the Equity Index Underlying Supplement
dated December 16, 2019 (the "Underlying Supplement"), each relating to our Senior Global Medium-Term Notes, for additional
information about the notes. Information in this Pricing Supplement supersedes information in the accompanying Underlying
Supplement, Prospectus Supplement and Prospectus to the extent it is different from that information. Certain terms used but not
defined herein have the meanings set forth in the accompanying Underlying Supplement, Prospectus Supplement or Prospectus.

You should rely only on the information contained in or incorporated by reference in this Pricing Supplement and 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 and 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 CIBC World Markets Corp. ("CIBCWM") 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 CIBCWM is not, making an offer to sell the notes 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 or 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 CIBCWM, to subscribe for and purchase any of the notes 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 accompanying Underlying Supplement, Prospectus Supplement and 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):

· Underlying Supplement dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073068/a19-25016_7424b2.htm

· Prospectus Supplement dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073058/a19-24965_3424b2.htm

· Prospectus dated December 16, 2019:

https://www.sec.gov/Archives/edgar/data/1045520/000110465919073027/a19-24965_1424b3.htm

PRS-1

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2 0 2 1

I N V EST M EN T T H ESI S

You should be willing to forgo:

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gains greater than a maximum settlement amount of 118.285% of the face amount in exchange for (i) 1.5x leveraged
upside participation if the underlier return is positive and (ii) a buffer against loss of principal in the event of a decline of up
to 12.50% in the final underlier level relative to the initial underlier level; and

interest payments and be willing to risk losing your entire investment for the potential to earn 150.00% of any positive
underlier return up to a maximum settlement amount of 118.285% of the face amount.

Your maximum return on your notes will not be greater than 18.285%, and you could lose all or a substantial portion of your
investment if the underlier return is less than -12.50%.

DET ERM I N I N G T H E CASH SET T LEM EN T AM OU N T

At maturity, for each $1,000 face amount, the investor will receive (in each case as a percentage of the face amount):

if the final underlier level is greater than 100.00% of the initial underlier level, 100.00% plus 150.00% times the underlier
return, subject to a maximum settlement amount of 118.285%;

if the final underlier level is between 87.50% and 100.00% of the initial underlier level, 100.00%; or

if the final underlier level is less than 87.50% of the initial underlier level, 100.00% minus approximately 1.1429% for every
1.00% that the final underlier level has declined below 87.50% of the initial underlier level.

I f t he fina l unde rlie r le ve l de c line s by m ore t ha n 1 2 .5 0 % from t he init ia l unde rlie r le ve l, t he re t urn on t he
not e s w ill be ne ga t ive a nd t he inve st or c ould lose t he ir e nt ire inve st m e nt in t he not e s.

K EY T ERM S

I ssue r:
Canadian Imperial Bank of Commerce
U nde rlie r:
The S&P 500® Index (Bloomberg symbol, "SPX Index")

Fa c e Am ount :
$3,897,000 in the aggregate; each note will have a face amount equal to
$1,000
T ra de Da t e :
January 9, 2020
Se t t le m e nt Da t e :
January 16, 2020
De t e rm ina t ion Da t e :
November 5, 2021, subject to adjustment
St a t e d M a t urit y Da t e :
November 9, 2021, subject to adjustment
I nit ia l U nde rlie r Le ve l:
3,274.70
Fina l U nde rlie r Le ve l:
The closing level of the underlier on the determination date
U nde rlie r Re t urn:
The quotient of (i) the final underlier level minus the initial underlier level
divided by (ii) the initial underlier level, expressed as a positive or
negative percentage
U pside Pa rt ic ipa t ion Ra t e :
150.00%
Buffe r Le ve l:
87.50% of the initial underlier level (equal to a -12.50% underlier return)
Buffe r Am ount :
12.50%
Buffe r Ra t e :
The quotient of the initial underlier level divided by the buffer level, which
equals approximately 114.29%
M a x im um Se t t le m e nt Am ount :
$1,182.85 per note
Ca p Le ve l:
112.19% of the initial underlier level
CU SI P/I SI N :
13605WVE8 / US13605WVE82

PRS-2

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2 0 2 1

H Y POT H ET I CAL PAY M EN T AT M AT U RI T Y

H ypot he t ic a l Ca sh
H ypot he t ic a l Fina l
Se t t le m e nt Am ount
U nde rlie r Le ve l (a s
(a s
Pe rc e nt a ge of I nit ia l
Pe rc e nt a ge of Fa c e
U nde rlie r Le ve l)
Am ount )

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150.000%
118.285%

140.000%
118.285%

120.000%
118.285%

115.000%
118.285%

1 1 2 .1 9 0 %
1 1 8 .2 8 5 %

110.000%
115.000%

105.000%
107.500%

1 0 0 .0 0 0 %
1 0 0 .0 0 0 %

95.000%
100.000%

90.000%
100.000%

8 7 .5 0 0 %
1 0 0 .0 0 0 %

80.000%
91.429%

70.000%
80.000%

50.000%
57.143%

25.000%
28.571%

0 .0 0 0 %
0 .0 0 0 %

RI SK S

Investing in the notes involves significant risks. Please read the section entitled "Additional Risk Factors Specific to Your Notes" in
this Pricing Supplement as well as the risks and considerations described under "Risk Factors" in the accompanying Underlying
Supplement, Prospectus Supplement and Prospectus.

PRS-3

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2 0 2 1

SU M M ARY I N FORM AT I ON

We refer to the notes we are offering by this Pricing Supplement as the "offered notes" or the "notes". Each of the offered notes
has the terms described below. Terms used but not defined in this Pricing Supplement have the meanings set forth in the
accompanying Underlying Supplement, Prospectus Supplement or Prospectus. This section is meant as a summary and should
be read in conjunction with the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. This Pricing
Supplement supersedes any conflicting provisions of the documents listed above.

K e y T e rm s

I ssue r: Canadian Imperial Bank of Commerce

U nde rlie r: the S&P 500® Index (Bloomberg symbol, "SPX Index"), as published by S&P Dow Jones Indices LLC ("S&P")

Spe c ifie d c urre nc y: U.S. dollars ("$")

Fa c e a m ount : each note will have a face amount of $1,000; $ 3,897,000 in the aggregate for all the offered notes; the
aggregate face amount of the offered notes may be increased if the Issuer, at its sole option, decides to sell an additional amount
of the offered notes on a date subsequent to the trade date

M inim um I nve st m e nt : $1,000 (one note)

De nom ina t ions: $1,000 and integral multiples of $1,000 in excess thereof

Purc ha se a t a m ount ot he r t ha n fa c e a m ount : the amount we will pay you on the stated maturity date for your notes will
not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or a discount) to face
amount and hold them to the stated maturity date, it could affect your investment in a number of ways. The return on your
investment in such notes will be lower (or higher) than it would have been had you purchased the notes at face amount. Also, the
stated buffer level would not offer the same measure of protection to your investment as would be the case if you had purchased
the notes at face amount. Additionally, the cap level would be triggered at a lower (or higher) percentage return than indicated
below, relative to your initial investment. See "Additional Risk Factors Specific to Your Notes -- If You Purchase Your Notes at a
Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and
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the Impact of Certain Key Terms of the Notes Will Be Negatively Affected" in this Pricing Supplement.

Ca sh se t t le m e nt a m ount (on t he st a t e d m a t urit y da t e ): for each $1,000 face amount of your notes, we will pay you on
the stated maturity date an amount in cash equal to:

·
if the final underlier level is greater than or equal to the cap level, the maximum settlement amount;

·
if the final underlier level is greater than the initial underlier level but less than the cap level, the sum of (i) $1,000 plus

(ii) the product of (a) $1,000 times (b) the upside participation rate times (c) the underlier return;

·
if the final underlier level is equal to or less than the initial underlier level but greater than or equal to the buffer level,

$1,000; or

·
if the final underlier level is less than the buffer level, the sum of (i) $1,000 plus (ii) the product of (a) the buffer rate

times (b) the sum of the underlier return plus the buffer amount times (c) $1,000.

I nit ia l unde rlie r le ve l: 3,274.70, which was the closing level of the underlier on the trade date

Fina l unde rlie r le ve l: the closing level of the underlier on the determination date

U nde rlie r re t urn: the quotient of (1) the final underlier level minus the initial underlier level divided by (2) the initial underlier
level, expressed as a positive or negative percentage

U pside pa rt ic ipa t ion ra t e : 150.00%

Ca p le ve l: 112.19% of the initial underlier level

M a x im um se t t le m e nt a m ount : $1,182.85 per note

Buffe r le ve l: 87.50% of the initial underlier level

Buffe r a m ount : 12.50%

Buffe r ra t e : the quotient of the initial underlier level divided by the buffer level, which equals approximately 114.29%

PRS-4

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2 0 2 1

T ra de da t e : January 9, 2020

Origina l issue da t e (se t t le m e nt da t e ): January 16, 2020

De t e rm ina t ion da t e : November 5, 2021, subject to adjustment as described under "Certain Terms of the Notes--Valuation
Dates" in the accompanying Underlying Supplement.

St a t e d m a t urit y da t e : November 9, 2021, subject to adjustment as described under "Certain Terms of the Notes--Coupon
Payment Dates, Call Payment Dates and Maturity Date" in the accompanying Underlying Supplement.

M a rk e t disrupt ion e ve nt : With respect to any given trading day, any of the following will be a market disruption event with
respect to the underlier:

·
a suspension, absence or material limitation of trading in underlier stocks (as defined below) constituting 20% or more, by

weight, of the underlier on their respective primary markets, in each case for more than two consecutive hours of trading or
during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole
discretion,

·
a suspension, absence or material limitation of trading in option or futures contracts, if available, relating to the underlier or

to underlier stocks constituting 20% or more, by weight, of the underlier in their respective primary markets for those
contracts, in each case for more than two consecutive hours of trading or during the one-half hour before the close of
trading in that market, as determined by the calculation agent in its sole discretion, or

·
underlier stocks constituting 20% or more, by weight, of the underlier, or option or futures contracts, if available, relating to

the underlier or to underlier stocks constituting 20% or more, by weight, of the underlier do not trade on what were the
respective primary markets for those underlier stocks or contracts, as determined by the calculation agent in its sole
discretion,

and, in the case of any of these events, the calculation agent determines in its sole discretion that the event could materially
interfere with the ability of us or any of our affiliates or a similarly situated party to unwind all or a material portion of a hedge that
https://www.sec.gov/Archives/edgar/data/1045520/000110465920003300/a20-1290_7424b2.htm[1/13/2020 11:06:18 AM]

could be effected with respect to the notes. For more information about hedging by us and/or any of our affiliates, see "Use of
Proceeds and Hedging" in the accompanying Underlying Supplement.

The following events will not be market disruption events with respect to the underlier:

·
a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the

regular business hours of the relevant market, and

·
a decision to permanently discontinue trading in the option or futures contracts relating to the underlier or to any underlier

stock.

For this purpose, an "absence of trading" in the primary securities market on which an underlier stock, or on which option or futures
contracts, if available, relating to the underlier or to any underlier stock are traded will not include any time when that market is
itself closed for trading under ordinary circumstances. In contrast, a suspension or limitation of trading in an underlier stock or in
option or futures contracts, if available, relating to the underlier or to any underlier stock in the primary market for that stock or
those contracts, by reason of:

·
a price change exceeding limits set by that market,

·
an imbalance of orders relating to that underlier stock or those contracts, or

·
a disparity in bid and ask quotes relating to that underlier stock or those contracts,

will constitute a suspension or material limitation of trading in the underlier or those contracts in that market.

Closing le ve l: as described under "Certain Terms of the Notes -- Certain Definitions -- Closing Level" in the accompanying
Underlying Supplement.

N o list ing: the offered notes will not be listed on any securities exchange or interdealer quotation system

Ca lc ula t ion a ge nt : Canadian Imperial Bank of Commerce. We may appoint a different calculation agent without your consent
and without notifying you

CU SI P/I SI N : 13605WVE8 / US13605WVE82

PRS-5

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2 0 2 1

Supple m e nt a l T e rm s of t he N ot e s

For purposes of the notes offered by this Pricing Supplement, all references to each of the following terms used in the
accompanying Underlying Supplement will be deemed to refer to the corresponding term used in this Pricing Supplement, as set
forth in the table below:

Equit y I nde x U nde rlying Supple m e nt T e rm
Pric ing Supple m e nt T e rm
Final Valuation Date
determination date
maturity date
stated maturity date
principal amount
face amount
Reference Asset
underlier
Index Sponsor
underlier sponsor

PRS-6

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H Y POT H ET I CAL EX AM PLES

The following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction
of future investment results and merely are intended to illustrate the impact that the various hypothetical underlier levels on the
https://www.sec.gov/Archives/edgar/data/1045520/000110465920003300/a20-1290_7424b2.htm[1/13/2020 11:06:18 AM]

determination date could have on the cash settlement amount at maturity assuming all other variables remain constant.

The examples below are based on a range of final underlier levels that are entirely hypothetical; the underlier level on any day
throughout the life of the notes, including the final underlier level on the determination date, cannot be predicted. The underlier has
been highly volatile in the past -- meaning that the underlier level has changed considerably in relatively short periods -- and its
performance cannot be predicted for any future period.

The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are
purchased on the original issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary
market prior to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which may
be affected by a number of factors that are not reflected in the table below, such as interest rates, the volatility of the underlier and
the creditworthiness of CIBC. In addition, the estimated value of your notes at the time the terms of your notes were set on the
trade date (as determined by reference to pricing models used by CIBC) is less than the original issue price of your notes. For
more information on the estimated value of your notes, see "Additional Risk Factors Specific to Your Notes -- The Bank's
Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes" in this Pricing Supplement and
"The Bank's Estimated Value of the Notes" in this Pricing Supplement. The information in the following hypothetical examples also
reflects the key terms and assumptions in the box below.

K e y T e rm s a nd Assum pt ions
Face amount
$1,000
Upside participation rate
150.00%
Cap level
112.19% of the initial underlier level
Maximum settlement amount
$1,182.85 per note
Buffer level
87.50% of the initial underlier level
Buffer rate
Approximately 114.29%
Buffer amount
12.50%
·
Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination

date
·
No change in or affecting any of the underlier stocks or the method by which the underlier sponsor

calculates the underlier
·
Notes purchased on original issue date at the face amount and held to the stated maturity date

The actual performance of the underlier over the life of your notes, as well as the cash settlement amount payable at maturity, if
any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this
Pricing Supplement. For information about the historical levels of the underlier during recent periods, see "The Underlier --
Historical Closing Levels of the Underlier" below. Before investing in the offered notes, you should consult publicly available
information to determine the levels of the underlier between the date of this Pricing Supplement and the date of your purchase of
the offered notes.

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater
extent than the after-tax return on the underlier stocks.

The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of
the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the
corresponding hypothetical final underlier level, and are expressed as percentages of the face amount of a note (rounded to the
nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash
payment that we would deliver for each $1,000 of the outstanding face amount of the offered notes on the stated maturity date
would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final underlier level and the
assumptions noted above.

PRS-7

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H ypot he t ic a l Fina l U nde rlie r Le ve l
H ypot he t ic a l Ca sh Se t t le m e nt Am ount

(a s Pe rc e nt a ge of I nit ia l U nde rlie r Le ve l)
(a s Pe rc e nt a ge of Fa c e Am ount )
150.000%
118.285%
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140.000%
118.285%
120.000%
118.285%
115.000%
118.285%
1 1 2 .1 9 0 %
1 1 8 .2 8 5 %
110.000%
115.000%
105.000%
107.500%
1 0 0 .0 0 0 %
1 0 0 .0 0 0 %
95.000%
100.000%
90.000%
100.000%
8 7 .5 0 0 %
1 0 0 .0 0 0 %
80.000%
91.429%
70.000%
80.000%
50.000%
57.143%
25.000%
28.571%
0 .0 0 0 %
0 .0 0 0 %

If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount that
we would deliver on your notes at maturity would be approximately 28.571% of the face amount of your notes, as shown in the
table above. As a result, if you purchased your notes on the original issue date at the face amount and held them to the stated
maturity date, you would lose approximately 71.429% of your investment (if you purchased your notes at a premium to face amount
you would lose a correspondingly higher percentage of your investment). If the final underlier level were determined to be 0.000%
of the initial underlier level, you would lose your entire investment in the notes. In addition, if the final underlier level were
determined to be 150.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity
would be capped at the maximum settlement amount, or 118.285% of each $1,000 face amount of your notes, as shown in the
table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in the final
underlier level over 112.190% of the initial underlier level.

The following chart shows a graphical illustration of the hypothetical cash settlement amounts that we would pay on your notes on
the stated maturity date, if the final underlier level were any of the hypothetical levels shown on the horizontal axis. The
hypothetical cash settlement amounts in the chart are expressed as percentages of the face amount of your notes and the
hypothetical final underlier levels are expressed as percentages of the initial underlier level. The chart shows that any hypothetical
final underlier level of less than 87.500% (the section left of the 87.500% marker on the horizontal axis) would result in a
hypothetical cash settlement amount of less than 100.000% of the face amount of your notes (the section below the 100.000%
marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes. The chart also shows that any
hypothetical final underlier level of greater than or equal to 112.190% (the section right of the 112.190% marker on the horizontal
axis) would result in a capped return on your investment.

PRS-8

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The cash settlement amounts shown above are entirely hypothetical; they are based on market prices for the underlier stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of
your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts shown above, and these amounts should not be viewed as an indication of the
financial return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated
maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect
the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be
affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on
your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples.
Please read "Risk Factors-- The market value of the notes will be affected by various factors that interrelate in complex ways, and
their market value may be less than the principal amount" in the accompanying Underlying Supplement.

Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For
example, payments on the notes are economically equivalent to a combination of an interest-bearing bond bought by the holder
and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The
discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes,
as described elsewhere in this Pricing Supplement.

We cannot predict the actual final underlier level or what the market value of your notes will be on any particular trading day,
nor can we predict the relationship between the underlier level and the market value of your notes at any time prior to the
stated maturity date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will
depend on the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions
on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in
respect of your notes, if any, on the stated maturity date may be very different from the information reflected in the table and
chart above.

PRS-9

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2 0 2 1

ADDI T I ON AL RI SK FACT ORS SPECI FI C T O Y OU R N OT ES

An investment in your notes is subject to the risks described below, as well as the risks and considerations described under
"Risk Factors" in the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. You should carefully
review these risks and considerations as well as the terms of the notes described herein and in the accompanying Prospectus,
Prospectus Supplement and Underlying Supplement. Your notes are a riskier investment than ordinary debt securities. Also,
your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your
notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.

T he N ot e s Are Subje c t t o t he Cre dit Risk of t he Ba nk

Although the return on the notes will be based on the performance of the underlier, the payment of any amount due on the notes is
subject to the credit risk of the Bank, as issuer of the notes. The notes are our unsecured obligations. As further described in the
accompanying Prospectus and Prospectus Supplement, the notes will rank on par with all of the other unsecured and
unsubordinated debt obligations of the Bank, except such obligations as may be preferred by operation of law. Investors are
dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes
in the market's view of our creditworthiness. See "Description of Senior Debt Securities -- Ranking" in the accompanying
Prospectus.

T he Am ount Pa ya ble on Y our N ot e s I s N ot Link e d t o t he Le ve l of t he U nde rlie r a t Any T im e Ot he r t ha n t he
De t e rm ina t ion Da t e

The final underlier level will be based on the closing level of the underlier on the determination date (subject to adjustment as
described in the accompanying Underlying Supplement). Therefore, if the closing level of the underlier dropped precipitously on the
determination date, the cash settlement amount for your notes may be significantly less than it would have been had the cash
settlement amount been linked to the closing level of the underlier prior to such drop in the level of the underlier. Although the
actual level of the underlier on the stated maturity date or at other times during the life of your notes may be higher than the final
underlier level, you will not benefit from the closing level of the underlier at any time other than on the determination date.

Y ou M a y Lose Y our Ent ire I nve st m e nt in t he N ot e s

You may lose your entire investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be
based on the performance of the underlier as measured from the initial underlier level to the closing level on the determination date.
If the final underlier level is less than the buffer level, you will lose, for each $1,000 of the face amount of your notes, an amount
equal to the product of (i) the buffer rate times (ii) the sum of the underlier return plus the buffer amount times (iii) $1,000. Thus,
you may lose your entire investment in the notes, which would include any premium to face amount you paid when you purchased
the notes.

Also, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for
your notes. Consequently, if you sell your notes before the stated maturity date, you may receive significantly less than the amount
of your investment in the notes.

Y our N ot e s Do N ot Be a r I nt e re st

You will not receive any interest payments on your notes. As a result, even if the cash settlement amount payable for your notes
on the stated maturity date exceeds the face amount of your notes, the overall return you earn on your notes may be less than you
would have earned by investing in a non-index-linked debt security of comparable maturity that bears interest at a prevailing market
rate.

T he Pot e nt ia l for t he V a lue of Y our N ot e s t o I nc re a se Will Be Lim it e d by t he M a x im um Se t t le m e nt Am ount

Your ability to participate in any change in the value of the underlier over the life of your notes will be limited because of the cap
level. The maximum settlement amount will limit the cash settlement amount you may receive for each of your notes at maturity, no
matter how much the level of the underlier may rise beyond the cap level over the life of your notes. Accordingly, the amount
payable for each of your notes may be significantly less than it would have been had you invested directly in the underlier.

T he N ot e s Will N ot Be List e d on Any Se c urit ie s Ex c ha nge a nd We Do N ot Ex pe c t A T ra ding M a rk e t For t he
N ot e s t o De ve lop

The notes will not be listed or displayed on any securities exchange or any automated quotation system.

PRS-10

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