Obligation Jeffries & Co. 4.4% ( US47233JCD81 ) en USD

Jeffries & Co.

90.115 % ▲

Etas-Unis

US47233JCD81 ( en USD )

4.4% par an ( paiement semestriel )

31/08/2034

Prospectus brochure de l'obligation Jefferies Group US47233JCD81 en USD 4.4%, échéance 31/08/2034

1 000 USD

12 000 000 USD

47233JCD8

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

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.

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US47233JCD81, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2034

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US47233JCD81, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US47233JCD81, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d777353d424b2.htm 424B2
Filed pursuant to Rule 424(b)(2)
Registration No. 333-229494 and 333-229494-01
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
Senior Fixed Rate Callable Notes, due August 31, 2034

$12,000,000

$1,454.40

(1)
Calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
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Pricing Supplement
(To Prospectus dated February 1, 2019
and Series A Prospectus Supplement dated February 1, 2019)
August 27, 2019

Jefferies Group LLC
$12,000,000
Senior Fixed Rate Callable Notes, due August 31, 2034

·
The Notes are senior unsecured debt securities issued by Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly-owned subsidiary. All
payments and the return of the principal amount on the Notes are subject to credit risk.

·
The Notes priced on August 27, 2019. The Notes will mature on August 31, 2034. At maturity, if the Notes have not been previously redeemed, you will receive
a cash payment equal to 100% of the principal amount of the Notes, plus any accrued and unpaid interest.

·
Interest will be paid on the last calendar day of each February and August, commencing on February 29, 2020, with the final Interest Payment Date occurring on
the Maturity Date.

·
The Notes will accrue interest at the rate of 4.40% per annum.

·
We have the right to redeem all, but not less than all, of the Notes on August 31, 2022 (the "Optional Redemption Date") and pay to you 100% of the Stated
Principal Amount per Note plus accrued and unpaid interest to, but excluding, the Optional Redemption Date.

·
The Notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.

·
The Notes will not be listed on any securities exchange.

·
The CUSIP number for the Notes is 47233JCD8 and the ISIN number for the Notes is US47233JCD81.
Potential purchasers of the Notes should consider the information in "Risk Factors" beginning on page PS-6 of this pricing supplement, page S-3 of the attached
prospectus supplement, and page 5 of the attached prospectus.
The Notes:

Are Not FDIC Insured

Are Not Bank Guaranteed

May Lose Value

Per Note

Total

Public Offering Price(1)

100.00%

$
12,000,000
Underwriting Discount(1)(2)

2.00%

$
240,000
Proceeds (before expenses) to Jefferies Group LLC

98.00%

$
11,760,000

(1)
Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The price

to public for investors purchasing the Notes in these accounts may be as low as $980 (98.00%) per $1,000 in principal amount of the Notes. See "Supplemental Plan of
Distribution" in this pricing supplement.

(2)
BofA Securities, Inc. ("BofAS") may pay varying selling concessions of up to 2.00% in connection with the distribution of the Notes to other registered broker-dealers.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these Notes or
passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to
the contrary is a criminal offense.
We will deliver the Notes in book-entry form only through The Depository Trust Company on August 30, 2019 against payment in immediately available funds.
Series A MTN prospectus supplement dated February 1, 2019 and prospectus dated February 1, 2019
BofA Merrill Lynch
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
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 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, 2018 filed with the U.S. Securities and Exchange Commission, or the
SEC, on January 29, 2019 (the "Annual Report on Form 10-K" and in our Quarterly Report on Form 10-Q for the quarterly periods ended
February 28, 2019 and May 31, 2019 filed with the SEC on April 9, 2019 and July 10, 2019, 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-2
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SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated February 1, 2019, as supplemented by the Series
A prospectus supplement, dated February 1, 2019 (as so supplemented, together with all documents incorporated by reference, the "prospectus"),
and should be read with the prospectus.

·Issuers:
Jefferies Group LLC and Jefferies Group Capital Finance Inc., its wholly-owned subsidiary.

·Title of the Notes:
Senior Fixed Rate Callable Notes, due August 31, 2034

·Aggregate Principal Amount Initially Being
$12,000,000. We may increase the Aggregate Principal Amount prior to the Original Issue
Issued:
Date but are not required to do so.

·Pricing Date:
August 27, 2019

·Original Issue Date:
August 30, 2019 (3 Business Days after the Pricing Date)

·CUSIP/ISIN:
47233JCD8 / US47233JCD81

·Maturity Date:
August 31, 2034, subject to our redemption right.

·Interest Accrual Date:
August 30, 2019

·Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000

·Ranking:
Senior, unsecured

·Day Count Convention:
30/360 (ISDA), which means the number of days in the Interest Payment Period in respect of
which payment is being made divided by 360, calculated on a formula basis as follows, as
described in Section 4.16(f) of the 2006 ISDA Definitions published by the International
Swaps and Derivatives Association, without regard to any subsequent amendments or
supplements:

[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)
360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Payment
Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last
day included in the Interest Payment Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest

Payment Period falls;

PS-3
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"M2" is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Interest Payment Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Payment Period, unless
such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Interest Payment Period, unless such number would be 31 and D1 is greater
than 29, in which case D2 will be 30.

·Interest Payment Periods:
Semi-annual. Each Interest Payment Period (other than the first Interest Payment Period,
which will begin on the Original Issue Date) will begin on, and will include, an Interest
Payment Date, and will extend to, but will exclude, the next succeeding Interest Payment Date
(or the Maturity Date, as applicable).

·Interest Payment Dates:
The last calendar day of each February and August, commencing on February 29, 2020, with
the final Interest Payment Date occurring on the Maturity Date.

·Interest Rate:
The Notes will accrue interest at the rate of 4.40% per annum from and including the Original
Issue Date to, but excluding, August 31, 2034.

·Optional Early Redemption:
We have the right to redeem all, but not less than all, of the Notes on the Optional Redemption
Date and pay to you 100% of the Stated Principal Amount per Note plus accrued and unpaid
interest to, but excluding, the Optional Redemption Date. If we elect to redeem the Notes, we
will give you notice at least 5 Business Days before the date of such redemption.

·Optional Redemption Date:
August 31, 2022

·Business Day:
New York. If any Interest Payment Date, any Optional Redemption Date, or the Maturity Date
occurs on a day that is not a Business Day, then the payment owed on such date will be
postponed until the next succeeding Business Day. No additional interest will accrue on the
Notes as a result of such postponement, and no adjustment will be made to the length of the
relevant Interest Payment Period.

·Repayment at Option of Holder:
None

·Trustee:
The Bank of New York Mellon

PS-4
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·Use of Proceeds:
General corporate purposes

·Listing:
None

·Specified Currency:
U.S. dollars

·Book-Entry or Certificated Note:
Book-entry
You should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying
prospectus and prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not assume that the information contained in this pricing supplement or the
accompanying prospectus or prospectus supplement is accurate as of any date later than the date on the front of this pricing supplement.
Certain capitalized terms used and not defined in this pricing supplement have the meanings ascribed to them in the prospectus
supplement and prospectus. As used in this pricing supplement, "we," "us" and "our" refer to Jefferies Group LLC and Jefferies Group Capital
Finance Inc. collectively, unless the context requires otherwise.

PS-5
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RISK FACTORS
Your investment in the Notes entails significant risks, many of which differ from those of a conventional security. Your decision to purchase
the Notes should be made only after carefully considering the risks of an investment in the Notes, including those discussed below and those
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, with your advisors in light of your particular circumstances. The Notes are not an appropriate investment
for you if you are not knowledgeable about significant elements of the Notes or financial matters in general.
The Notes are subject to our early redemption. We may redeem all, but not less than all, of the Notes on the Optional Redemption Date. If
you intend to purchase the Notes, you must be willing to have your Notes redeemed as early as that date. We are generally more likely to elect to redeem
the Notes during periods when the remaining interest to be accrued on the Notes is to accrue at a rate that is greater than that which we would pay on our
other interest bearing debt securities having a maturity comparable to the remaining term of the Notes. No further payments will be made on the Notes
after they have been redeemed.
If we redeem the Notes prior to the Maturity Date, you may not be able to reinvest your proceeds from the redemption in an investment with a
return that is as high as the return on the Notes would have been if they had not been redeemed, or that has a similar level of risk.
The Notes are subject to interest rate risk and may be more risky than an investment in Notes with a shorter term. The Notes have a
term of 15 years, subject to our right to redeem the Notes as set forth in this pricing supplement. By purchasing Notes with a relatively longer term, you
are more exposed to fluctuations in interest rates than if you purchased a Note with a shorter term. In particular, you may be negatively affected if
interest rates begin to rise, because the likelihood that we will redeem your Notes will decrease and the interest rate on the Notes may be less than the
amount of interest you could earn on other investments with a similar level of risk available at that time. In addition, if you tried to sell your Notes at
such time, their value in any secondary market transaction would also be adversely affected.
Payments on the Notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect
the value of the Notes. The Notes are our senior unsecured debt securities. As a result, your receipt of all payments of interest and principal on the
Notes is dependent upon our ability to repay our obligations on the applicable payment date. No assurance can be given as to what our financial
condition will be at any time during the term of the Notes or on the Maturity Date. If we become unable to meet our financial obligations as they
become due, you may not receive the amounts payable under the terms of the Notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our perceived creditworthiness
and actual or anticipated decreases in our credit ratings or increases in our credit spreads prior to the Maturity Date of the Notes may adversely affect the
market value of the Notes. However, because your return on the Notes depends upon factors in addition to our ability to pay our obligations, such as the
difference between the interest rate accruing on the Notes and current market interest rates, an improvement in our credit ratings will not reduce the
other investment risks related to the Notes.

PS-6
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We have included in the terms of the Notes the costs of developing, hedging, and distributing them, and the price, if any, at which you
may sell the Notes in any secondary market transactions will likely be lower than the Public Offering Price due to, among other things, the
inclusion of these costs. In determining the economic terms of the Notes, and consequently the potential return on the Notes to you, a number of factors
are taken into account. Among these factors are certain costs associated with developing, hedging, and offering the Notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which BofAS or another purchaser might
be willing to purchase the Notes in a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among
other things, the inclusion of these costs, and the costs of unwinding any related hedging.
The quoted price of any of our affiliates for the Notes could be higher or lower than the price that you paid for them.
We cannot assure you that a trading market for the Notes will ever develop or be maintained. We will not list the Notes on any
securities exchange. We cannot predict how the Notes will trade in any secondary market, or whether that market will be liquid or illiquid.
The development of a trading market for the Notes will depend on our financial performance and other factors. The number of potential
buyers of the Notes in any secondary market may be limited. We anticipate that BofAS or its affiliates will act as a market-maker for the Notes, but they
are not required to do so. BofAS and its affiliates may discontinue their market-making activities as to the Notes at any time. To the extent that BofAS or
its affiliates engage in any market-making activities, they may bid for or offer the Notes. Any price at which BofAS may bid for, offer, purchase, or sell
any Notes may differ from the values determined by pricing models that each may respectively use, whether as a result of dealer discounts, mark-ups, or
other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the Notes might otherwise trade in the
market.
In addition, if at any time BofAS or its affiliates were to cease acting as a market-maker for the Notes, it is likely that there would be
significantly less liquidity in the secondary market and there may be no secondary market at all for the Notes. In such a case, the price at which the
Notes could be sold likely would be lower than if an active market existed and you should be prepared to hold the Notes until maturity.
Many economic and other factors will impact the market value of the Notes. The market for, and the market value of, the Notes may be
affected by a number of factors that may either offset or magnify each other, including:

· the time remaining to maturity of the Notes;

· the aggregate amount outstanding of the Notes;

· our right to redeem the Notes on the date(s) set forth above;

· the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the

market value of the Notes to decrease);

PS-7
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· general economic conditions of the capital markets in the United States;

· geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally;

· our financial condition and creditworthiness; and

· any market-making activities with respect to the Notes.
Trading, hedging and business activities by us, BofAS and our or their respective affiliates may create conflicts of interest with you.
We, BofAS or our or their respective affiliates 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 BofAS or its 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.
In addition, in the ordinary course of their business activities, BofAS and its affiliates may hold and trade our or our affiliates' debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers. BofAS and its affiliates may also have lending or other capital markets relationships with us. In order to hedge such exposure, they may enter
into transactions such as the purchase of credit default swaps or the creation of short positions in our or our affiliates' securities, including potentially the
Notes. Any such positions could adversely affect future trading prices of the Notes.
We, BofAS or one or more of our or their affiliates may also, at present or in the future, publish research reports with respect to our securities
or with respect to movements in interest rates generally. This research is modified from time to time without notice and may express opinions or provide
recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities may affect the market value of the Notes.
These trading, hedging and business activities may present a conflict of interest between your interest in the Notes and the interests we,
BofAS and our or their respective affiliates may have in our proprietary accounts, in facilitating transactions for our other customers, and in accounts
under our or their management.

PS-8
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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion supplements the discussion in the prospectus supplement dated February 1, 2019 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 1, 2019) 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, interest on a Note 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 (regardless of whether we call the Notes). Upon the
disposition of a Note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the Notes or otherwise) or other disposition, a U.S.
Holder will generally recognize capital gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than amounts
attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's
adjusted tax basis in a Note generally will equal the cost of the Note to the U.S. Holder. The deductibility of capital losses is subject to significant
limitations. 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 1, 2019.
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 1, 2019, 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-9
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