Obligation Jeffries & Co. 9% ( US47233JAX63 ) en USD

Jeffries & Co.

100 % ▼

Etas-Unis

US47233JAX63 ( en USD )

9% par an ( paiement semestriel )

31/08/2037

Prospectus brochure de l'obligation Jefferies Group US47233JAX63 en USD 9%, échéance 31/08/2037

1 000 USD

10 000 000 USD

47233JAX6

N/A

03/03/2026 ( Dans 174 jours )

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.

Le marché financier présente actuellement une obligation émise par Jefferies Group, une institution de services financiers mondiale de premier plan spécialisée dans la banque d'investissement et les marchés de capitaux, dont le pays d'émission est les États-Unis. Cette obligation, identifiée par le code ISIN US47233JAX63 et le code CUSIP 47233JAX6, se distingue par un taux d'intérêt annuel de 9%, offrant un rendement attrayant aux investisseurs. Dénommée en USD, elle est actuellement cotée à 100% de sa valeur nominale sur le marché, ce qui indique un prix à la parité. L'émission totale s'élève à 10 000 000 USD, avec une taille minimale d'achat fixée à 1 000 USD, rendant cet instrument accessible à divers types d'investisseurs. La maturité de cette obligation est fixée au 31 août 2037, offrant une perspective d'investissement à long terme, avec des paiements d'intérêts effectués deux fois par an (fréquence de paiement 2).

424B2
424B2 1 d443011d424b2.htm 424B2
Table of Contents
File d pursua nt t o Rule 4 2 4 (b)(2 )
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
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Registration Fee
Title of Each Class of Securities Offered

Offering Price

(1)
Senior Fixed to Floating Rate Notes due August 31, 2037 based on the Leveraged
Difference Between USD 10CMS and 2CMS Rates

$10,000,000

$1,159
(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)
$ 1 0 ,0 0 0 ,0 0 0

J e ffe rie s Group LLC
Senior Fixed to Floating Rate Notes due August 31, 2037
Based on the Leveraged Difference Between USD 10CMS and 2CMS Rates

As further described below, interest will accrue and be payable monthly, in arrears, (i) from the Original Issue Date to, but excluding, August 31, 2019 at a rate of 9.00% per annum and
(ii) from and including August 31, 2019 to, but excluding, the stated maturity date (August 31, 2037), at a variable rate per annum equal to the Leverage Factor times the difference, if
any, between the 10 -Year U.S. Dollar Constant Maturity Swap Rate ("10CMS") and the 2 -Year U.S. Dollar Constant Maturity Swap Rate ("2CMS"), subject to the Minimum Interest Rate
of 0.00% per annum and the Maximum Interest Rate of 10.00% per annum.
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 to Floating Rate Notes due August 31, 2037 based on the Leveraged Difference Between USD 10CMS and 2CMS
Rates

Aggre ga t e Princ ipa l Am ount :
$10,000,000. We may increase the Aggregate Principal Amount prior to the Original Issue Date but are not required to do so.

I ssue Pric e :
At variable prices. The Notes were offered at a price equal to 100% of the Stated Principal Amount per Note until the initial pricing
date, which is August 28, 2017. Thereafter, the Notes will be offered from time to time in one or more negotiated transactions at
varying prices to be determined at the time of each sale, which may be at market prices prevailing, at prices related to such
prevailing prices or at negotiated prices, subject to a maximum price of 100% of the Stated Principal Amount per Note.

St a t e d Princ ipa l Am ount
$1,000 per note

Pric ing Da t e :
August 28, 2017

Origina l I ssue Da t e :
August 31, 2017 (3 Business Days after the Pricing Date)

M a t urit y Da t e :
August 31, 2037

I nt e re st Ac c rua l Da t e :
August 31, 2017

Pa ym e nt a t M a t urit y
The Payment at Maturity per Note will be the Stated Principal Amount plus accrued and unpaid interest, if any.

CM S Re fe re nc e I nde x
10CMS minus 2CMS, expressed as a percentage. Please see "The Notes" below.

I nt e re st Ra t e
From and including the Original Issue Date to, but excluding, August 31, 2019: 9.00% per annum.
From and including August 31, 2019 to, but excluding, August 31, 2037 (the "Floating Interest Rate Period"): a variable rate per
annum equal to the Leverage Factor times the CMS Reference Index, subject to the Minimum Interest Rate and the Maximum Interest
Rate.
For the purposes of determining the level of the CMS Reference Index applicable to an Interest Payment Period, the level of the CMS
Reference Index will be determined two (2) U.S. Government Securities Business Days prior to the related Interest Reset Date at the
start of such Interest Payment Period (each, a "CMS Reference Determination Date").
Interest for each Interest Payment Period during the Floating Interest Rate Period is subject to the Minimum Interest Rate of 0.00%
per annum and the Maximum Interest Rate of 10.00% per annum. Beginning August 31, 2019, it is possible that you could receive
little or no interest on the Notes.

Le ve ra ge Fa c t or
10

CM S Re fe re nc e De t e rm ina t ion Da t e
Two (2) U.S. Government Securities Business Days prior to the related Interest Reset Date at the start of the applicable Interest
Payment Period

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Floa t ing I nt e re st Ra t e Pe riod
From and including August 31, 2019 to, but excluding, the Maturity Date.

I nt e re st Pa ym e nt Pe riod:
Monthly

I nt e re st Pa ym e nt Da t e s
The last day of each calendar month, beginning September 30, 2017; provided that if any such day is not a Business Day, that
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.

I nt e re st Pa ym e nt Pe riod End Da t e s
Unadjusted

I nt e re st Re se t Da t e s
The last day of each calendar month, beginning August 31, 2019; provided that such Interest Reset Dates shall not be adjusted for
non -Business Days.

M inim um I nt e re st Ra t e
0.00% per annum during the Floating Interest Rate Period.

M a x im um I nt e re st Ra t e
10.00% per annum during the Floating Interest Rate Period.

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

Re de m pt ion:
Not applicable

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

CU SI P/I SI N :
47233JAX6 / US47233JAX63

Book -e nt ry or Ce rt ific a t e d N ot e :
Book-entry

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."

Ca lc ula t ion Age nt :
Jefferies Financial Services Inc., a wholly owned subsidiary of Jefferies Group LLC and an affiliate of Jefferies Group Capital Finance
Inc.

T rust e e :
The Bank of New York Mellon

Est im a t e d va lue on t he Pric ing Da t e
$916.81 per Note. Please see "The Notes" below.

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 N ot 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-6 of t his pric ing supple m e nt .

PER N OT E

T OT AL

Public Offering Price

At variable prices
At variable prices
Underwriting Discounts and Commissions

$
36
$
360,000
Proceeds to Jefferies Group LLC (Before Expenses)

$
964
$
9,640,000
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities 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 August 31, 2017 against payment in immediately available funds.
J e ffe rie s
Pricing supplement dated August 28, 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 ,
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
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
THE NOTES
PS-1
HOW THE NOTES WORK
PS-3
HISTORICAL 10CMS AND 2CMS RATES
PS-4
RISK FACTORS
PS-6
HEDGING
PS-9
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424B2
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PS-10
SUPPLEMENTAL PLAN OF DISTRIBUTION
PS-14
SUPPLEMENTAL CERTAIN ERISA CONSIDERATIONS
PS-15
CONFLICT OF INTEREST
PS-16
LEGAL MATTERS
PS-17
EXPERTS
PS-18

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 . 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 or prospe c t us supple m e nt 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 supplement 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, 2016 filed with the U.S. Securities and
Exchange Commission, or the SEC, on January 27, 2017, as amended by our Form 10-K/A, filed with the SEC on February 28,
2017, and in our Quarterly Reports on Form 10-Q for the quarterly periods ended February 28, 2017 and May 31, 2017 filed with
the SEC on April 7, 2017 and July 6, 2017, 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
T H E N OT ES
The Notes are joint and several obligations of Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly-owned
subsidiary. The Aggregate Principal Amount of the Notes is $10,000,000. The Notes will mature on August 31, 2037. From and
including the Original Issue Date to, but excluding, August 31, 2019, the Notes will bear interest at the fixed rate of 9.00% per
annum. From and including August 31, 2019 to, but excluding, the Maturity Date (the "Floating Interest Rate Period"), the Notes will
bear interest at a per annum floating rate equal to the Leverage Factor times the CMS Reference Index, subject to the Minimum
Interest Rate of 0.00% per annum and the Maximum Interest Rate of 10.00% per annum. During the Floating Interest Rate Period,
the interest rate will be reset monthly on the Interest Reset Dates set forth in the "Summary of Terms" on the cover page of this
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424B2
pricing supplement. Interest on the Notes will be payable on a monthly basis on the Interest Payment Dates set forth in the
"Summary of Terms" on the cover page of this pricing supplement. 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
called "Description of Notes", subject to and as modified by any provisions described below and in the "Summary of Terms" on the
cover page of this pricing supplement. All payments on the Notes are subject to our credit risk.
"10CMS" means the 10-year U.S. Dollar Constant Maturity Swap Rate, expressed as a percentage, as quoted on the Reuters
Screen ICESWAP1 Page (or any successor thereto), at approximately 11:00 a.m., New York City time, on the applicable CMS
Reference Determination Date.
"2CMS" means the 2-year U.S. Dollar Constant Maturity Swap Rate, expressed as a percentage, as quoted on the Reuters Screen
ICESWAP1 Page (or any successor thereto), at approximately 11:00 a.m. New York City time, on the applicable CMS Reference
Determination Date.
The "CMS Reference Determination Date" for each monthly Interest Reset Date during the Floating Interest Rate Period will be the
second U.S. Government Securities Business Day prior to the beginning of the applicable monthly Interest Reset Date. A "U.S.
Government Securities Business Day" means any day, other than a Saturday, Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in U.S. government securities.
If, on any CMS Reference Determination Date, 10CMS or 2CMS is not quoted on the Reuters Screen ICESWAP1 Page, or any
page substituted for that page, then 10CMS or 2CMS will be a percentage determined on the basis of the mid-market semi-annual
swap rate quotations provided to the Calculation Agent by five leading swap dealers in the New York City interbank market (the
"Reference Banks") chosen by the Calculation Agent at approximately 11:00 a.m., New York City time, on that date. For this
purpose, the semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on the
basis of a 360-day year consisting of twelve 30-day months, of a fixed-for-floating U.S. dollar interest rate swap transaction with a
term equal to 10 years or 2 years, commencing on the applicable date and in a representative amount with an acknowledged
dealer of good credit in the swap market, where the floating leg, calculated on the actual number of days in a 360-day year, is
equivalent to USD-LIBOR-BBA, as quoted on the Reuters Screen LIBOR01 Page at 11:00 a.m., New York City time, with a
designated maturity of three months. The Calculation Agent will request the principal New York City office of each of the Reference
Banks chosen by it to provide a quotation of its rate. If at least three quotations are provided, the rate for the relevant CMS
Reference Determination Date will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three quotations
are provided as requested, the CMS Reference Index will be determined by the Calculation Agent in good faith and in a
commercially reasonable manner.
The Stated Principal Amount of each Note is $1,000. The Issue Price will equal 100% of the Stated Principal Amount per Note until
the initial pricing date and, thereafter, will be variable, subject to a maximum price of 100% of the Stated Principal Amount per
Note. This price includes costs associated with issuing, selling, structuring and hedging the Notes, which are borne by you, and,
consequently, the estimated value of the Notes on the Pricing Date will be less than the Issue Price. We estimate that the value of
each Note on the Pricing Date is $916.81.

PS-1
Table of Contents
Valuation of the Notes
Jefferies LLC calculated the estimated value of the Notes set forth on the cover page of this pricing supplement based on its
proprietary pricing models at that time. Jefferies LLC's proprietary pricing models generated an estimated value for the Notes by
estimating the value of a hypothetical package of financial instruments that would replicate the payout on the Notes, which consists
of a fixed-income bond (the "bond component") and one or more derivative instruments underlying the economic terms of the Notes
(the "derivative component"). Jefferies LLC calculated the estimated value of the bond component using a discount rate based on
our internal funding rate. Jefferies LLC calculated the estimated value of the derivative component based on a proprietary
derivative-pricing model, which generated a theoretical price for the instruments that constitute the derivative component based on
various inputs, including the factors described under "Risk Factors--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."
below, but not including our creditworthiness. These inputs may be market-observable or may be based on assumptions made by
Jefferies LLC in its discretionary judgment.
The estimated value of the Notes is a function of the terms of the Notes and the inputs to Jefferies LLC's proprietary pricing
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models.
Since the estimated value of the Notes is a function of the underlying assumptions and construction of Jefferies LLC's proprietary
derivative-pricing model, modification to this model will impact the estimated value calculation. Jefferies LLC's proprietary models
are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the
event of a model change, prior descriptions of the model and computations based on the older model will be superseded, and
calculations of estimated value under the new model may differ significantly from those under the older model. Further, model
changes may cause a larger impact on the estimated value of a note with a particular return formula than on a similar note with a
different return formula. For example, to the extent a return formula contains leverage, model changes may cause a larger impact
on the estimated value of that note than on a similar note without such leverage.
The relationship between the estimated value on the Pricing Date and the secondary market price of the Notes
The price at which Jefferies LLC purchases the Notes in the secondary market, absent changes in market conditions, including
those related to interest rates and the CMS Reference Index, may vary from, and be lower than, the estimated value on the Pricing
Date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread
that Jefferies LLC would charge in a secondary market transaction of this type, the costs of unwinding the related hedging
transactions and other factors.
Jefferies LLC may, but is not obligated to, make a market in the Notes and, if it once chooses to make a market, may cease doing
so at any time.

PS-2
Table of Contents
H OW T H E N OT ES WORK
How to calculate the interest payments during the Floating Interest Rate Period.
The table below presents examples of hypothetical interest that would accrue on the Notes during any month in the Floating
Interest Rate Period. The examples below are for purposes of illustration only. The examples of the hypothetical floating interest
rate that would accrue on the Notes are based on both the level of the CMS Reference Index on the applicable CMS Reference
Determination Date.
The actual interest payment amounts during the Floating Interest Rate Period will depend on the actual level of the CMS Reference
Index on each CMS Reference Determination Date. The applicable Interest Rate for each monthly Interest Payment Period will be
determined on a per-annum basis but will apply only to that Interest Payment Period. The table assumes that the Interest Payment
Period contains 30 calendar days. The examples below are for purposes of illustration only and would provide different results if
different assumptions were made.

1 0 T I M ES
H Y POT H ET I CAL M ON T H LY
CM S REFEREN CE I N DEXCM S REFEREN CE I N DEX *

I N T EREST PAY M EN T

-1.00%

0.00%

$0.00
-0.90%

0.00%

$0.00
-0.80%

0.00%

$0.00
-0.70%

0.00%

$0.00
-0.60%

0.00%

$0.00
-0.50%

0.00%

$0.00
-0.40%

0.00%

$0.00
-0.30%

0.00%

$0.00
-0.20%

0.00%

$0.00
-0.10%

0.00%

$0.00
0.00%

0.00%

$0.00
0.10%

1.00%

$0.83
0.20%

2.00%

$1.67
0.30%

3.00%

$2.50
0.40%

4.00%

$3.33
0.50%

5.00%

$4.17
0.60%

6.00%

$5.00
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0.70%

7.00%

$5.83
0.80%

8.00%

$6.67
0.90%

9.00%

$7.50
1 .0 0 %

10.00%

$8.33
1.10%

10.00%

$8.33
1.20%

10.00%

$8.33
1.30%

10.00%

$8.33
1.40%

10.00%

$8.33
1.50%

10.00%

$8.33

*Subject to the minimum interest rate of 0% and maximum interest rate of 10%.

PS-3
Table of Contents
H I ST ORI CAL 1 0 CM S AN D 2 CM S RAT ES
10CMS and 2CMS are "constant maturity swap rates" that measure the fixed rate of interest payable on a hypothetical fixed-for-
floating U.S. dollar interest rate swap transaction with a maturity of 10 years or 2 years. In such a hypothetical swap transaction,
the fixed rate of interest, payable semi-annually on the basis of a 360-day year consisting of twelve 30-day months, is
exchangeable for a floating 3-month LIBOR-based payment stream that is payable quarterly on the basis of the actual number of
days elapsed during a quarterly period in a 360-day year. "LIBOR" is the London Interbank Offered Rate and is a common rate of
interest used in the swaps industry.
In this pricing supplement, when we refer to 10CMS or 2CMS, we mean the rate as it appears on Reuters page ICESWAP1 (or any
successor page) under the heading 10-year index maturity or 2-year index maturity for rates at approximately 11:00 a.m. New
York time, on each CMS Reference Determination Date. The rate reported on Reuters page "ICESWAP1" (or any successor page
thereto) is calculated by ICE Benchmark Administration Limited based on tradeable quotes for the related interest rate swap of the
relevant tenor that is sourced from electronic trading venues. This rate is one of the market-accepted indicators of medium to
longer-term interest rates. On the CMS Reference Determination Date, if 10CMS or 2CMS cannot be determined by reference to
Reuters Screen ICESWAP1 Page (or any successor page), then the Calculation Agent will determine 10CMS or 2CMS in
accordance with the procedures set forth above.
The levels of 10CMS and 2CMS have fluctuated in the past and may, in the future, experience significant fluctuations. Any
historical upward or downward trend in the level of 10CMS or 2CMS during any period shown below is not an indication that
10CMS or 2CMS is more or less likely to increase or decrease at any time during the life of your Notes.
Y ou should not t a k e t he hist oric a l le ve ls of t he 1 0 CM S or 2 CM S a s a n indic a t ion of fut ure le ve ls of 1 0 CM S or
2 CM S. We cannot give you any assurance that the future levels of 10CMS or 2CMS will result in your receiving a return on your
Notes that is greater than the return you would have realized if you invested in a debt security of comparable maturity that bears
interest at a prevailing market rate.
In light of current market conditions, the trends reflected in the historical levels of 10CMS or 2CMS may be less likely to be
indicative of the levels of 10CMS or 2CMS during the Floating Interest Rate Period.
Neither we nor any of our affiliates make any representation to you as to the performance of 10CMS or 2CMS during the Floating
Interest Rate Period. The actual levels of 10CMS or 2CMS during the Floating Interest Rate Period may bear little relation to the
historical levels of 10CMS or 2CMS shown below.

PS-4
Table of Contents
The graph below shows the historical difference between 10CMS and 2CMS from January 1, 2002 through August 10, 2017. We
obtained the information in the graph below from Bloomberg, without independent verification. The rates displayed in the graph
below are for illustrative purposes only.
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424B2

PS-5
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 supplement including the section entitled "Risk Factors" in our Annual Report on Form 10-K filed with
the SEC on January 27, 2017, as amended by our Form 10-K/A filed with the SEC on February 28, 2017, 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
The historical levels of 10CMS and 2CMS are not an indication of the future levels of 10CMS and 2CMS.
In the past, the level of 10CMS and 2CMS have experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of 10CMS and 2CMS are not necessarily indicative of future levels. Changes in the levels of 10CMS and
2CMS will affect the trading price of the Notes, but it is impossible to predict whether such levels will rise or fall. There can be no
assurance that the CMS Reference Index level will be positive on any CMS Reference Determination Date during the Floating
Interest Rate Period. Furthermore, the historical performance of the CMS Reference Index does not reflect the return the Notes
would have had because they do not take into account each other's performance, the Leverage Factor or the Maximum Interest
Rate.
The amount of interest payable on the Notes is uncertain and could be zero.
During the Floating Interest Rate Period, the amount of interest payable on the Notes in any Interest Payment Period will be
dependent on whether and the extent to which 10CMS is greater than 2CMS on the related CMS Reference Determination Date. If
2CMS is greater than or equal to 10CMS on any CMS Reference Determination Date, the rate of interest payable for the related
Interest Payment Period will be 0.00%. As a result, the effective yield on the Notes may be less than what would be payable on
conventional, fixed-rate redeemable notes of the issuer of comparable maturity. The interest payments on the Notes and return of
only the principal amount at maturity may not compensate you for the effects of inflation and other factors relating to the value of
money over time.
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424B2
The estimated value of the Notes on the Pricing Date, based on Jefferies LLC proprietary pricing models at that time and
our internal funding rate, will be less than the Issue Price.
The difference is attributable to certain costs associated with selling, structuring and hedging the Notes that are included in the
Issue Price. These costs include (i) the selling concessions paid in connection with the offering of the Notes, (ii) hedging and other
costs incurred by us and our affiliates in connection with the offering of the Notes and (iii) the expected profit (which may be more
or less than actual profit) to Jefferies LLC or other of our affiliates in connection with hedging our obligations under the Notes.
These costs adversely affect the economic terms of the Notes because, if they were lower, the economic terms of the Notes would
be more favorable to you. The economic terms of the Notes are also likely to be adversely affected by the use of our internal
funding rate, rather than our secondary market rate, to price the Notes. See "The estimated value of the Notes would be lower if it
were calculated based on our secondary market rate" below.
The estimated value of the Notes was determined for us by our affiliate using proprietary pricing models.
Jefferies LLC derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models
at that time. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the CMS
Reference Index and interest rates. Jefferies LLC's views on these inputs and assumptions may differ from your or others' views,
and as an agent in this offering, Jefferies LLC's interests may conflict with yours. Both the models and the inputs to the models
may prove to be wrong and therefore not an accurate reflection of the value of the Notes. Moreover, the estimated value of the
Notes set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for
the Notes for other purposes, including for accounting purposes. You should not invest in the Notes because of the estimated
value of the Notes. Instead, you should be willing to hold the Notes to maturity irrespective of the initial estimated value.
Since the estimated value of the Notes is a function of the underlying assumptions and construction of Jefferies LLC's proprietary
derivative-pricing model, modifications to this model will impact the estimated value calculation. Jefferies LLC's proprietary models
are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the
event of a model change, prior descriptions of the model and computations based on the older model will be superseded, and
calculations of estimated value under the new

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model may differ significantly from those under the older model. Further, model changes may cause a larger impact on the
estimated value of a note with a particular return formula than on a similar note with a different return formula. For example, to the
extent a return formula contains leverage, model changes may cause a larger impact on the estimated value of that note than on a
similar note without such leverage.
The estimated value of the Notes would be lower if it were calculated based on our secondary market rate.
The estimated value of the Notes included in this pricing supplement is calculated based on our internal funding rate, which is the
rate at which we are willing to borrow funds through the issuance of the Notes. Our internal funding rate is generally lower than our
secondary market rate, which is the rate that Jefferies LLC will use in determining the value of the Notes for purposes of any
purchases of the Notes from you in the secondary market. If the estimated value included in this pricing supplement were based on
our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate
based on factors such as the costs associated with the Notes, which are generally higher than the costs associated with
conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the interest that
is payable on the Notes.
Because there is not an active market for traded instruments referencing our outstanding debt obligations, Jefferies LLC determines
our secondary market rate based on the market price of traded instruments referencing our debt obligations, but subject to
adjustments that Jefferies LLC makes in its sole discretion. As a result, our secondary market rate is not a market-determined
measure of our creditworthiness, but rather reflects the market's perception of our creditworthiness as adjusted for discretionary
factors such as Jefferies LLC's preferences with respect to purchasing the Notes prior to maturity.
The estimated value of the Notes is not an indication of the price, if any, at which Jefferies LLC or any other person may
be willing to buy the Notes from you in the secondary market.
Any such secondary market price will fluctuate over the term of the Notes based on the market and other factors described in the
next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the Notes determined for
purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for
the Notes than if our internal funding rate were used. In addition, any secondary market price for the Notes will be reduced by a
bid-ask spread, which may vary depending on the aggregate stated principal amount of the Notes to be purchased in the
secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any
secondary market price for the Notes will be less than the Issue Price.
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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 the level of 10CMS and 2CMS, (ii) volatility of 10CMS and
2CMS, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit ratings or credit spreads and
(v) time remaining to maturity. Generally, the longer the time remaining to maturity and the more tailored the exposure, the more
the market price of the Notes will be affected by the other factors described in the preceding sentence. In addition, as indicated
above, the proprietary derivative-pricing model we employ to value the Notes may change, which could have a significant impact
on valuation of the Notes. Each of these factors can lead to significant adverse changes in the market price of securities like the
Notes.
The amount of interest payable on the Notes in any month is capped.
The Interest Rate on the Notes for each monthly Interest Payment Period during the Floating Interest Rate Period is capped for
that month at the Maximum Interest Rate of 10.00% per annum, and, due to the Leverage Factor, you will not get the benefit of
any increase in the CMS Reference Index level above a level of approximately 1.00% on any CMS Reference Determination Date.
Therefore, the maximum monthly interest payment you can receive during the Floating Interest Rate Period will be $8.33 for each
$1,000 stated principal amount of notes. Accordingly, you could receive less than 10.00% per annum interest for any given full year
in the Floating Interest Rate Period even when the CMS Reference Index level is much greater than 1.00% on the CMS Reference
Determination Date for one monthly Interest Payment Period during that year if the CMS Reference Index level on the CMS
Reference Determination Date with respect to any other month is below 1.00%.

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Table of Contents
You must rely on your own evaluation of the merits of an investment linked to 10CMS and 2CMS.
In the ordinary course of their businesses, we or our affiliates may have expressed views on expected movements in 10CMS and
2CMS and related interest rates, and may do so in the future. These views or reports may be communicated to our clients and
clients of our affiliates. However, these views are subject to change from time to time. Moreover, other professionals who deal in
markets relating to 10CMS and 2CMS may at any time have views that are significantly different from ours or those of our affiliates.
For these reasons, you should consult information about 10CMS and 2CMS and related interest rates from multiple sources, and
you should not rely on the views expressed by us or our affiliates.
Neither the offering of the Notes nor any views which we or our affiliates from time to time may express in the ordinary course of
their businesses constitutes a recommendation as to the merits of an investment in the Notes.
Regulatory investigations regarding possible manipulation of ISDAFIX may adversely affect your Notes.
Certain U.S. and non-U.S. regulators are investigating possible manipulation of ISDAFIX. If such manipulation occurred, it may
have resulted in 10CMS or 2CMS being artificially lower (or higher) than it would otherwise have been. Any changes or reforms
affecting the determination or supervision of ISDAFIX in light of these investigations could result in a sudden or prolonged decrease
in reported ISDAFIX, which may have an adverse impact on the trading market for ISDAFIX-benchmarked securities, such as your
Notes, the market value of your Notes and the payments on your Notes during the Floating Interest Rate Period.
10CMS and 2CMS Rates and the manner in which they are calculated may change in the future.
There can be no assurance that the method by which 10CMS and 2CMS rates are calculated will continue in its current form. Any
changes in the method of calculation could reduce 10CMS or 2CMS and thus have a negative impact on the payments on the
Notes and on the value of the Notes in the secondary market.
We may sell an additional aggregate face amount of the Notes at a different issue price.
At our sole option, we may decide to sell additional aggregate face amounts of the Notes subsequently to the date of this pricing
supplement. The issue price of the Notes in the subsequent sale may differ substantially (higher or lower) from the Issue Price you
paid. There is no stated limit on of the additional face amounts of the Notes we may sell.
The Notes will be treated as debt instruments subject to special rules governing contingent payment debt instruments for
U.S. federal income tax purposes.
The Notes will be treated as debt instruments subject to special rules governing contingent payment debt instruments for U.S.
federal income tax purposes. Under this treatment, if you are a U.S. individual or taxable entity, you generally should be required to
pay taxes on ordinary income from the Notes over their term based on the comparable yield for the Notes, subject to any positive
and negative adjustments based on the actual interest payments on the Notes. This comparable yield is determined solely to
calculate the amount on which you will be taxed prior to maturity and is neither a prediction nor a guarantee of what the actual
yield will be. In addition, any gain you may recognize on the sale, exchange or maturity of the Notes will be taxed as ordinary
interest income. If you are a secondary purchaser of the Notes, the tax consequences to you may be different.
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424B2
Please see "Material United States Federal Income Tax Consequences" below for a more detailed discussion. Please also consult
your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your Notes in
your particular circumstances.
Our trading and hedging activities may create conflicts of interest with you.
We or one or more of our affiliates, including Jefferies LLC, may engage in trading activities related to the Notes that are not for
your account or on your behalf. We expect to enter into arrangements to hedge the market risks associated with our obligation to
pay the amounts due under the Notes. We may seek competitive terms in entering into the hedging arrangements for the Notes,
but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates. This
hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially
expected, but which could also result in a loss for the hedging counterparty. These trading and hedging activities may present a
conflict of interest between your interest as a holder of the Notes and the interests we and our affiliates may have in our proprietary
accounts, in facilitating transactions for our customers, and in accounts under our management.

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H EDGI N G
In order to meet our payment obligations on the Notes, at the time we issue the Notes, we may choose to enter into certain
hedging arrangements (which may include call options, put options or other derivatives) with one or more of our affiliates. The
terms of these hedging arrangements are determined based upon terms provided by our affiliates, and take into account a number
of factors, including our creditworthiness, interest rate movements, the volatility of 10CMS and 2CMS, the tenor of the Notes and
the hedging arrangements. The economic terms of the Notes depend in part on the terms of these hedging arrangements.
The hedging arrangements may include hedging related charges, reflecting the costs associated with, and our affiliates' profit
earned from, these hedging arrangements. Since hedging entails risk and may be influenced by unpredictable market forces, actual
profits or losses from these hedging transactions may be more or less than this amount.
For further information, see "Risk Factors" beginning on page PS-6 of this pricing supplement.

PS-9
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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 is a general discussion of the material United States federal income tax consequences of purchasing, owning and
disposing of the Notes and is based upon the advice of Sidley Austin LLP, our tax counsel. The following discussion supplements,
and to the extent inconsistent supersedes, the discussions under "Material United States Federal Income Tax Consequences" in
the accompanying prospectus and under "United States Federal Taxation" in the accompanying prospectus supplement, and is not
exhaustive of all possible tax considerations that may be relevant to a holder of Notes. This summary is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), regulations promulgated under the Code by the U.S. Treasury Department
("Treasury") (including proposed and temporary regulations), rulings, current administrative interpretations and official
pronouncements of the Internal Revenue Service ("IRS"), and judicial decisions, all as currently in effect and all of which are
subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not
assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. We have not sought
a ruling from the IRS regarding any of the tax consequences described below. This summary does not include any description of
federal non-income tax laws, the tax laws of any state or local governments, or of any foreign government, that may be applicable
to a particular holder of Notes.
This summary is directed solely to U.S. Holders (as defined in the accompanying prospectus supplement) that, except as otherwise
specifically noted, will acquire the Notes upon original issuance and will hold the Notes as capital assets, within the meaning of
Section 1221 of the Code, which generally means property held for investment, and that are not excluded from the discussion
under "United States Federal Taxation" in the accompanying prospectus supplement. This summary assumes that the issue price
of the Notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
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