Obligation Jeffries & Co. 3% ( US47233JAJ79 ) en USD

Jeffries & Co.

100 % ▲

Etas-Unis

US47233JAJ79 ( en USD )

3% par an ( paiement semestriel )

27/07/2022 - Obligation échue

Prospectus brochure de l'obligation Jefferies Group US47233JAJ79 en USD 3%, échue

1 000 USD

25 000 000 USD

47233JAJ7

N/A

Jefferies Group est une banque d'investissement mondiale fournissant des services de courtage, de banque d'investissement et de gestion de placements à une clientèle institutionnelle et de particuliers fortunés.

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US47233JAJ79, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/07/2022

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424B5 1 d322654d424b5.htm 424B5
Table of Contents
File d pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -2 0 9 3 8 5 a nd 3 3 3 -2 0 9 3 8 5 -0 1
CALCU LAT I ON OF REGI ST RAT I ON FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
Senior Fixed Rate 5.5-Year Step-Up Callable Notes due July 27, 2022

$25,000,000

$2,897.50

(1) Calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PRI CI N G SU PPLEM EN T
(to Prospectus dated February 4, 2016)
$ 2 5 ,0 0 0 ,0 0 0

J e ffe rie s Group LLC
Senior Fixed Rate 5.5-Year Step-Up Callable Notes due July 27, 2022

We have the right to redeem the notes, in whole or in part, on January 27, 2020. Subject to our redemption right, the amount of interest payable on the
notes will be (i) Years 1 to 3: 3.00% per annum and (ii) Years 4 to 5.5: 4.00% per annum. All payments on the notes, including the repayment of principal,
are subject to the credit risk of Jefferies Group LLC.
SU M M ARY OF T ERM S

I ssue rs:
Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly owned subsidiary.

T it le of t he N ot e s:
Senior Fixed Rate 5.5-Year Step-Up Callable Notes due July 27, 2022.

Aggre ga t e princ ipa l a m ount :
$25,000,000. We may increase the aggregate principal amount prior to the original issue date but
are not required to do so.

I ssue pric e :
$1,000 per note (100%)

Pric ing da t e :
January 24, 2017

Origina l issue da t e :
January 27, 2017 (3 business days after the pricing date)

M a t urit y da t e :
July 27, 2022, subject to our redemption right

I nt e re st a c c rua l da t e :
January 27, 2017

I nt e re st ra t e :
3.00%, from and including the original issue date to, but excluding, January 27, 2020.
4.00%, from and including January 27, 2020 to, but excluding, July 27, 2022.

I nt e re st pa ym e nt pe riod:
Semi-annual

I nt e re st pa ym e nt da t e s:
Each January 27 and July 27, beginning July 27, 2017; provided that if any such day is not a
business day, the interest payment will be made on the next succeeding business day and no
adjustment will be made to any interest payment made on that succeeding business day.

Da y-c ount c onve nt ion:
30/360

Re de m pt ion:
We will have the right to redeem the notes, in whole or in part on January 27, 2020, and pay to you
100% of the stated principal amount per note plus accrued and unpaid interest to, but excluding, the
date of such redemption. If we elect to redeem the notes, we will give you notice at least 5
business days before the redemption date.

Opt iona l Re de m pt ion Da t e :
January 27, 2020

Spe c ifie d c urre nc y:
U.S. dollars

CU SI P/I SI N :
47233JAJ7

Book -e nt ry or c e rt ific a t e d not e :
Book-entry

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Busine ss da y:
New York

Age nt :
Jefferies LLC, a wholly-owned subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group
Capital Finance Inc. See "Supplemental Plan of Distribution."

T rust e e :
The Bank of New York Mellon

U se of Proc e e ds:
General corporate purposes

List ing:
None

Conflic t of I nt e re st :
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC, is a member of FINRA and will
participate in the distribution of the notes being offered hereby. Accordingly, the offering is subject to
the provisions of FINRA Rule 5121 relating to conflicts of interest and will be conducted in
accordance with the requirements of Rule 5121. See "Conflict of Interest."
The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness.
I nve st ing in t he not e s involve s risk s t ha t a re de sc ribe d in t he "Risk Fa c t ors" se c t ion be ginning on pa ge PS-3 of t his pric ing
supple m e nt .

PER N OT E
T OT AL

Public Offering Price

100%
$25,000,000
Underwriting Discounts and Commissions

0.75%
$
187,500
Proceeds to Jefferies Group LLC (Before Expenses)

99.25%
$24,812,500

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e 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 prospe c t us or e it he r prospe c t us supple m e nt 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 .
We will deliver the notes in book-entry form only through The Depository Trust Company on or about January 27, 2017 against payment in immediately
available funds.
J e ffe rie s
Pricing supplement dated January 24, 2017.
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us a nd prospe c t us supple m e nt s,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low , be fore you de c ide t o inve st .

Prospectus supplement dated February 4, 2016

Prospectus dated February 4, 2016
Prospectus supplement dated August 5, 2016

Table of Contents
T ABLE OF CON T EN T S

PAGE
PRI CI N G SU PPLEM EN T

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
PS-ii
RECENT DEVELOPMENTS
PS-1
THE NOTES
PS-2
RISK FACTORS
PS-3
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PS-4
SUPPLEMENTAL PLAN OF DISTRIBUTION
PS-5
CONFLICT OF INTEREST
PS-6
LEGAL MATTERS
PS-7
EXPERTS
PS-8

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Y ou should re ly only on t he inform a t ion c ont a ine d in or inc orpora t e d by re fe re nc e in t his pric ing supple m e nt
a nd t he a c c om pa nying prospe c t us a nd prospe c t us supple m e nt s. We ha ve not a ut horize d a nyone t o provide
you w it h diffe re nt inform a t ion. We a re not m a k ing a n offe r of t he se se c urit ie s in a ny st a t e w he re t he offe r is
not pe rm it t e d. Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d in t his pric ing supple m e nt or t he
a c c om pa nying prospe c t us is a c c ura t e a s of a ny da t e la t e r t ha n t he da t e on t he front of t his pric ing
supple m e nt .

PS-i
Table of Contents
SPECI AL N OT E ON FORWARD-LOOK I N G ST AT EM EN T S
This pricing supplement and the accompanying prospectus and prospectus supplements contain or incorporate by reference
"forward-looking statements" within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not statements of
historical fact and represent only our belief as of the date such statements are made. There are a variety of factors, many of which
are beyond our control, which affect our operations, performance, business strategy and results and could cause actual reported
results and performance to differ materially from the performance and expectations expressed in these forward-looking statements.
These factors include, but are not limited to, financial market volatility, actions and initiatives by current and future competitors,
general economic conditions, controls and procedures relating to the close of the quarter, the effects of current, pending and future
legislation or rulemaking by regulatory or self-regulatory bodies, regulatory actions, and the other risks and uncertainties that are
outlined in our Annual Report on Form 10-K for the fiscal year ended November 30, 2015 filed with the U.S. Securities and
Exchange Commission, or the SEC, on January 29, 2016, as amended by our Form 10-K/A, filed with the SEC on March 11,
2016, and in our Quarterly Reports on Form 10-Q for the quarterly periods ended February 29, 2016, May 31, 2016 and August
31, 2016 filed with the SEC on April 8, 2016, July 8, 2016 and October 5, 2016, respectively. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update forward-
looking statements to reflect the impact of circumstances or events that arise after the date of the forward-looking statements.

PS-ii
Table of Contents
RECEN T DEV ELOPM EN T S
On December 20, 2016, Jefferies Group LLC announced its financial results for its fiscal fourth quarter of 2016:

·
Total Equities and Fixed Income Net Revenues of $325 million

·
Investment Banking Net Revenues of $415 million

·
Total Net Revenues of $742 million

·
Earnings Before Income Taxes of $97 million

·
Net Earnings of $87 million (effective tax rate 9.8%)
For the year ended November 30, 2016:

·
Total Equities and Fixed Income Net Revenues of $1,190 million

·
Investment Banking Net Revenues of $1,194 million

·
Total Net Revenues of $2,415 million

·
Earnings Before Income Taxes of $30 million

·
Net Earnings of $15 million (effective tax rate 48.6%)
Amounts herein pertaining to November 30, 2016 represent a preliminary estimate as of the date of the earnings release and may
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be revised in our Annual Report on Form 10-K for the year ended November 30, 2016.
The above preliminary financial data included in this pricing supplement has been prepared by and is the responsibility of Jefferies'
management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the
accompanying preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form
of assurance with respect thereto.

PS-1
Table of Contents
T H E N OT ES
The notes offered are our debt securities. We describe the basic features of these notes in the sections of the accompanying
prospectus called "Description of Securities We May Offer--Debt Securities" and the prospectus supplement dated February 4,
2016 called "Description of Notes," subject to and as modified by any provisions described below. All payments on the notes are
subject to our credit risk.

PS-2
Table of Contents
RI SK FACT ORS
In addition to the other information contained and incorporated by reference in this pricing supplement and the accompanying
prospectus and prospectus supplements including the section entitled "Risk Factors" in our Annual Report on Form 10-K filed with
the SEC on January 29, 2016, as amended by our Form 10-K/A filed with the SEC on March 11, 2016, and in our Quarterly
Reports on Form 10-Q filed with the SEC on July 8, 2016 and October 5, 2016, you should consider carefully the following factors
before deciding to purchase the notes.
Risk s Assoc ia t e d w it h t he Offe ring
We may redeem the notes, in which case you will receive no further interest payments.
We retain the option to redeem the notes, in whole or in part, on January 27, 2020. It is more likely that we will redeem the notes
in whole prior to their stated maturity date to the extent that the interest payable on the notes is greater than the interest that would
be payable on our other instruments of a comparable maturity, terms and credit rating trading in the market. If the notes
are redeemed, in whole or in part, prior to their stated maturity date, you will receive no further interest payments from the notes
redeemed and may have to re-invest the proceeds in a lower rate environment.
The price at which the notes may be resold may be substantially less than the amount for which they were originally
purchased.
The price at which the notes may be resold prior to maturity will depend on a number of factors and may be substantially less than
the amount for which they were originally purchased. Some of these factors include, but are not limited to: (i) changes in U.S.
interest rates, (ii) any actual or anticipated changes in our credit ratings or credit spreads and (iii) time remaining to maturity.
The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect
secondary market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which Jefferies LLC would be willing to
purchase the notes at any time in secondary market transactions will likely be significantly lower than the original issue price, since
secondary market prices are likely to exclude commissions paid with respect to the notes and the cost of hedging our obligations
under the notes that will be included in the original issue price. The cost of hedging includes the projected profit that our
subsidiaries may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary
market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In addition, any secondary
market prices may differ from values determined by pricing models used by Jefferies LLC, as a result of dealer discounts, mark-ups
or other transaction costs.
The notes will not be listed on any securities exchange and secondary trading may be limited.
The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
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notes. Jefferies LLC may, but is not obligated to, make a market in 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, and any redemption by us in part but not in whole may further
reduce any liquidity in the notes that may exist at that time. Because we do not expect that other broker-dealers will participate
significantly in the 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 Jefferies LLC is willing to transact. If at any time Jefferies LLC were not to make a market in the notes, it
is likely that there would be no secondary market for the notes. You will have no right to require us to redeem the notes prior to
their maturity on July 27, 2022. Accordingly, you should be willing to hold your notes to maturity.

PS-3
Table of Contents
M AT ERI AL U N I T ED ST AT ES FEDERAL I N COM E T AX CON SEQU EN CES
The following discussion supplements the discussion in the prospectus supplement dated February 4, 2016 under the heading
"United States Federal Taxation" and supersedes it to the extent inconsistent therewith. The following discussion (in conjunction
with the discussion in the prospectus supplement dated February 4, 2016) summarizes certain of the material U.S. federal income
tax consequences of the purchase, beneficial ownership, and disposition of the notes.
In the opinion of Sidley Austin LLP, solely for purposes of determining whether the notes are issued with "original issue discount,"
we will be deemed to exercise our option to redeem the notes on January 27, 2020, and, as a result, (i) all interest payable on the
notes through January 27, 2020 will be treated as qualified stated interest and will be taxable to a U.S. Holder as ordinary interest
income at the time it accrues or is received in accordance with the U.S. Holder's normal method of accounting for tax purposes
and (ii) all interest payable on the notes outstanding after January 27, 2020 will be treated as qualified stated interest and will be
taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder's
normal method of accounting for tax purposes. See "United States Federal Taxation--U.S. Holders--Payments of Stated Interest"
and "United States Federal Taxation--U.S. Holders--Discount Notes--Notes Subject to Early Redemption" in the prospectus
supplement dated February 4, 2016.
Prospective purchasers are urged to consult their own tax advisors regarding the federal, state, local and other tax consequences
to them of an investment in the notes.
The discussion in the preceding paragraphs under "Material United States Federal Income Tax Consequences," and,
notwithstanding anything to the contrary contained therein, the discussion contained in the section entitled "United States Federal
Taxation" in the accompanying prospectus supplement dated February 4, 2016, insofar as such discussions purport to describe
provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitutes the full opinion of Sidley Austin LLP
regarding the material U.S. federal tax consequences of an investment in the notes.

PS-4
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group Capital Finance Inc., will act
as our Agent in connection with the offering of the notes. Subject to the terms and conditions contained in a distribution agreement
between us and Jefferies LLC, the Agent has agreed to use its reasonable efforts to solicit purchases of the notes. We have the
right to accept offers to purchase notes and may reject any proposed purchase of the notes. The Agent may also reject any offer to
purchase notes. We or Jefferies LLC will pay various discounts and commissions to dealers of $7.50 per note depending on market
conditions.
We may also sell notes to the Agent who will purchase the notes as principal for its own account. In that case, the Agent will
purchase the notes at a price equal to the issue price specified on the cover page of this pricing supplement, less a discount. The
discount will equal the applicable commission on an agency sale of the notes.
The Agent may resell any notes it purchases as principal to other brokers or dealers at a discount, which may include all or part of
the discount the Agent received from us. If all the notes are not sold at the initial offering price, the Agent may change the offering
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price and the other selling terms.
The Agent will sell any unsold allotment pursuant to this prospectus from time to time in one or more transactions in the over-the-
counter market, through negotiated transactions or otherwise at market prices prevailing at the time of time of sale, prices relating
to the prevailing market prices or negotiated prices.
We may also sell notes directly to investors. We will not pay commissions on notes we sell directly.
The Agent, whether acting as agent or principal, may be deemed to be an "underwriter" within the meaning of the Securities Act.
We have agreed to indemnify the Agent against certain liabilities, including liabilities under the Securities Act.
If the Agent sells notes to dealers who resell to investors and the Agent pays the dealers all or part of the discount or commission
it receives from us, those dealers may also be deemed to be "underwriters" within the meaning of the Securities Act.
The Agent is offering the notes, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal
matters by its counsel, including the validity of the notes, and other conditions contained in the distribution agreement, such as the
receipt by the Agent of officers' certificates and legal opinions. The Agent reserves the right to withdraw, cancel or modify offers to
the public and to reject orders in whole or in part.
The Agent is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). Accordingly, the offering of the notes will
conform to the requirements of FINRA Rule 5121. See "Conflict of Interest" below.
The Agent is not acting as your fiduciary or advisor solely as a result of the offering of the notes, and you should not rely upon any
communication from the Agent in connection with the notes as investment advice or a recommendation to purchase the notes. You
should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.
We may deliver the notes against payment therefore in New York, New York on a date that is more than three business days
following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are
required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial
settlement of the notes occurs more than three business days from the pricing date, purchasers who wish to trade the notes more
than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a
failed settlement.
Jefferies LLC and any of our other broker-dealer affiliates may use this pricing supplement, the prospectus and the prospectus
supplements for offers and sales in secondary market transactions and market-making transactions in the notes. However, they are
not obligated to engage in such secondary market transactions and/or market-making transactions. Our affiliates may act as
principal or agent in these transactions, and any such sales will be made at prices related to prevailing market prices at the time of
the sale.

PS-5
Table of Contents
CON FLI CT OF I N T EREST
Jefferies LLC, the broker-dealer subsidiary of Jefferies Group LLC, is a member of FINRA and will participate in the distribution of
the notes. Accordingly, the offering is subject to the provisions of FINRA Rule 5121 relating to conflicts of interests and will be
conducted in accordance with the requirements of Rule 5121. Jefferies LLC will not confirm sales of the notes to any account over
which it exercises discretionary authority without the prior written specific approval of the customer.

PS-6
Table of Contents
LEGAL M AT T ERS
In the opinion of Sidley Austin LLP, as counsel to the issuers, when the notes offered by this pricing supplement have been
executed and issued by the issuers and authenticated by the trustee pursuant to the indenture, and delivered against payment as
contemplated herein, such notes will be valid and binding obligations of the issuers, enforceable in accordance with their terms,
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subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and
equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad
faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the
Federal laws of the United States, the laws of the State of New York, the General Corporation Law of the State of Delaware and
the Delaware Limited Liability Company Act as in effect on the date hereof. In addition, this opinion is subject to customary
assumptions about the trustee's authorization, execution and delivery of the indenture and the genuineness of signatures and
certain factual matters, all as stated in the letter of such counsel dated October 5, 2016, which has been filed as Exhibit 5.1 to the
Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 5, 2016.

PS-7
Table of Contents
EX PERT S
The financial statements of Jefferies Group LLC and its subsidiaries (Successor company) as of November 30, 2015 and November
30, 2014 and for the years ended November 30, 2015 and November 30, 2014, and the nine months ended November 30, 2013,
and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's
Report on Internal Control over Financial Reporting) as of November 30, 2015 incorporated herein by reference to the Annual
Report on Form 10-K and the financial statement schedules on Form 10-K/A for the years ended November 30, 2015 and
November 30, 2014, and the nine months ended November 30, 2013, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
The financial statements of Jefferies Group, Inc. and its subsidiaries (Predecessor company) for the three months ended February
28, 2013 incorporated herein by reference to the Annual Report on Form 10-K and the financial statement schedules on Form 10-
K/A for the three months ended February 28, 2013 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
The financial statements of Jefferies Loancore LLC for the year ended November 30, 2015, incorporated herein by reference to
Jefferies Group LLC's Annual Report on Form 10-K for the year ended November 30, 2015, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing
and accounting.
The consolidated financial statements of Jefferies Finance LLC and Subsidiaries, incorporated in this Prospectus by reference from
Jefferies Group LLC's Annual Report on Form 10-K for the year ended November 30, 2015, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such consolidated financial
statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting
and auditing.

PS-8
Table of Contents

$ 2 5 ,0 0 0 ,0 0 0
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424B5

J e ffe rie s Group LLC
Senior Fixed Rate 5.5-Year Step-Up Callable Notes due
July 27, 2022

PRI CI N G SU PPLEM EN T

January 24, 2017

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Document Outline

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