CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee
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Notes
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$3,362,000
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$385.29
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Pricing supplement no. 490
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 8-I dated November 14, 2011 and
underlying supplement no. 1-I dated November 14, 2011
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Registration Statement No. 333-177923
Dated June 26, 2012
Rule 424(b)(2)
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Structured
Investments
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$3,362,000
12.50% per annum Auto Callable Yield Notes due June 28, 2013 Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
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The notes are designed for investors who seek a higher interest rate than the current yield on a conventional debt security with the same maturity issued by us. Investors should be willing to forgo the potential to participate in the appreciation of any of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index or the Russell 2000® Index and to forgo dividend payments. Investors should be willing to assume the risk that they will receive less interest if the notes are automatically called and the risk that, if the notes are not automatically called, they may lose some or all of their principal at maturity.
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The notes will pay 12.50% per annum interest over the term of the notes, assuming no automatic call, payable at a rate of 1.04167% per month. However, the notes do not guarantee any return of principal at maturity. Instead, if the notes are not automatically called, the payment at maturity will be based on the performance of the Least Performing Underlying and whether the closing level or closing price, as applicable, of any Underlying is less than its Starting Underlying Level by more than the applicable Buffer Amount on any day during the Monitoring Period, as described below. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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The notes will be automatically called if the closing level or closing price of each Underlying on the relevant Call Date is greater than or equal to the applicable Starting Underlying Level. If the notes are automatically called, payment on the applicable Call Settlement Date for each $1,000 principal amount note will be a cash payment of $1,000, plus any accrued and unpaid interest, as described below.
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing June 28, 2013*
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The payment at maturity is not linked to a basket composed of the Underlyings. The payment at maturity is linked to the performance of each of the Underlyings individually, as described below.
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Minimum denominations of $1,000 and integral multiples thereof
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The terms of the notes as set forth in “Key Terms” below, to the extent they differ from or conflict with those set forth in the accompanying product supplement no. 8-I, supersede the terms set forth in product supplement no. 8-I. In particular, notwithstanding anything to the contrary in product supplement no. 8-I, the notes will be automatically called if the closing level or closing price, as applicable, of each Underlying is greater than or equal to the applicable Starting Underlying Level. See “Key Terms — Automatic Call” below.
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Underlyings:
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The SPDR® S&P® Metals & Mining ETF (the “Fund”), the S&P 500® Index and the Russell 2000® Index (each, an “Index,” and collectively the “Indices”) (each of the Fund and the Indices, an “Underlying,” and collectively, the “Underlyings”)
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Interest Rate:
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12.50% per annum over the term of the notes, assuming no automatic call, payable at a rate of 1.04167% per month
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Automatic Call:
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If on any Call Date, the closing level or closing price, as applicable, of each Underlying is greater than or equal to the applicable Starting Underlying Level, the notes will be automatically called on that Call Date.
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Payment if Called:
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If the notes are automatically called, on the relevant Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest to but excluding that Call Settlement Date.
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Buffer Amount:
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With respect to the SPDR® S&P® Metals & Mining ETF, $17.28 initially, which is equal to 45.00% of its Starting Underlying Level, subject to adjustments. With respect to the S&P 500® Index, 593.9955, which is equal to 45.00% of its Starting Underlying Level. With respect to the Russell 2000® Index, 344.259, which is equal to 45.00% of its Starting Underlying Level.
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Pricing Date:
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June 26, 2012
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Settlement Date:
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On or about June 29, 2012
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Observation Date*:
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June 25, 2013
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Maturity Date*:
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June 28, 2013
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CUSIP:
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48125VC24
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Monitoring Period:
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The period from but excluding the Pricing Date to and including the Observation Date
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Interest Payment Dates*:
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Interest on the notes will be payable monthly in arrears on the last calendar day of each month, except for the final monthly interest payment, which will be payable on the Maturity Date or the relevant Call Settlement Date, as applicable (each such day, an “Interest Payment Date”), commencing July 31, 2012. See “Selected Purchase Considerations — Monthly Interest Payments” in this pricing supplement for more information.
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Payment at Maturity:
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If the notes are not automatically called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on whether a Trigger Event has occurred and the performance of the Least Performing Underlying. If the notes are not automatically called, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest at maturity, unless:
(a) the Ending Underlying Level of any Underlying is less than its Starting Underlying Level; and
(b) a Trigger Event has occurred.
If the notes are not automatically called and the conditions described in (a) and (b) are satisfied, at maturity you will lose 1% of the principal amount of your notes for every 1% that the Ending Underlying Level of the Least Performing Underlying is less than its Starting Underlying Level. Under these circumstances, your payment at maturity per $1,000 principal amount note, in addition to any accrued and unpaid interest, will be calculated as follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
You will lose some or all of your principal at maturity if the notes are not automatically called and the conditions described in (a) and (b) are both satisfied.
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Trigger Event:
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A Trigger Event occurs if, on any day during the Monitoring Period, the closing level or closing price, as applicable, of any Underlying is less than its Starting Underlying Level by more than the applicable Buffer Amount.
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Underlying Return:
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With respect to each Underlying, the Underlying Return is calculated as follows:
Ending Underlying Level – Starting Underlying Level
Starting Underlying Level
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Call Dates*:
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September 25, 2012 (first Call Date), December 26, 2012 (second Call Date) and March 25, 2013 (final Call Date)
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Call Settlement Dates*:
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With respect to each Call Date, the first Interest Payment Date occurring after that Call Date
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Other Key Terms:
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See “Additional Key Terms” on the next page.
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*
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Subject to postponement as described under “Description of Notes — Payment at Maturity,” “Description of Notes — Interest Payments” and “Description of Notes — Postponement of a Determination Date” in the accompanying product supplement no. 8-I.
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Us
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Per note
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$1,000
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$34.74
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$965.26
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Total
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$3,362,000
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$116,795.88
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$3,245,204.12
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(1)
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The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
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(2)
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J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission of $34.74 per $1,000 principal amount note and will use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of $17.54 per $1,000 principal amount note. These concessions include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. This commission includes the projected profits that our affiliates expect to realize, some of which have been allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-48 of the accompanying product supplement no. 8-I.
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Product supplement no. 8-I dated November 14, 2011:
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Underlying supplement no. 1-I dated November 14, 2011:
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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Starting Underlying Level:
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With respect to the Fund, the closing price of one share of the Fund on the Pricing Date, which was $38.40, divided by the Share Adjustment Factor for the Fund (the “Initial Share Price”). With respect to the S&P 500® Index, 1,319.99, and with respect to the Russell 2000® Index, 765.02, which were the closing levels of the respective Indices on the Pricing Date (each, an “Initial Index Level”). We refer to each of the Initial Index Level for an Index and the Initial Share Price for the Fund as a “Starting Underlying Level.”
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Ending Underlying Level:
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With respect to the Fund, the closing price of one share of the Fund on the Observation Date (the “Final Share Price”). With respect to an Index, the closing level of that Index on the Observation Date (the “Ending Index Level”). We refer to each of the Ending Index Level for an Index and the Final Share Price for the Fund as an “Ending Underlying Level.”
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Share Adjustment Factor:
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With respect to the Fund, set equal to 1.0 on the Pricing Date and subject to adjustment under certain circumstances. See “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 8-I.
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Least Performing Underlying:
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The Underlying with the Least Performing Underlying Return
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Least Performing Underlying Return:
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The lowest of the Underlying Return of the SPDR® S&P® Metals & Mining ETF, the Underlying Return of the S&P 500® Index and the Underlying Return of the Russell 2000® Index
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JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
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PS-1
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THE NOTES OFFER A HIGHER INTEREST RATE THAN THE YIELD ON DEBT SECURITIES OF COMPARABLE MATURITY ISSUED BY US — The notes will pay interest at the Interest Rate specified on the cover of this pricing supplement, assuming no automatic call, which is higher than the yield currently available on debt securities of comparable maturity issued by us. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
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MONTHLY INTEREST PAYMENTS — The notes offer monthly interest payments as specified on the cover of this pricing supplement, assuming no automatic call. Interest will be payable monthly in arrears on the last calendar day of each month, except for the final monthly interest payment, which will be payable on the Maturity Date or the relevant Call Settlement Date, as applicable (each such day, an “Interest Payment Date”), commencing July 31, 2012. Interest will be payable to the holders of record at the close of business on the business day immediately preceding the applicable Interest Payment Date (which may be a Call Settlement Date). If an Interest Payment Date is not a business day, payment will be made on the next business day immediately following such day, but no additional interest will accrue as a result of the delayed payment. For example, the monthly Interest Payment Date for September 2012 is September 30, 2012, but because that day is not a business day, payment of interest with respect to that Interest Payment Date will be made on October 1, 2012, the next succeeding business day.
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POTENTIAL EARLY EXIT AS A RESULT OF THE AUTOMATIC CALL FEATURE — If the closing level or closing price, as applicable, of each Underlying is greater than or equal to the applicable Starting Underlying Level on any Call Date, your notes will be automatically called prior to the maturity date. Under these circumstances, on the relevant Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus accrued and unpaid interest to but excluding that Call Settlement Date.
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THE NOTES DO NOT GUARANTEE THE RETURN OF YOUR PRINCIPAL IF THE NOTES ARE NOT AUTOMATICALLY CALLED — If the notes are not automatically called, we will pay you your principal back at maturity only if a Trigger Event has not occurred or the Ending Underlying Level of each Underlying is not less than its Starting Underlying Level. A Trigger Event occurs if, on any day during the Monitoring Period, the closing level or closing price, as applicable, of any Underlying is less than its Starting Underlying Level by more than the applicable Buffer Amount. However, if the notes are not automatically called, a Trigger Event has occurred and the Ending Underlying Level of any Underlying is less than its Starting Underlying Level, you could lose the entire principal amount of your notes.
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EXPOSURE TO EACH OF THE UNDERLYINGS — The return on the notes is linked to the Least Performing Underlying, which will be any of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index or the Russell 2000® Index.
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TAX TREATMENT AS A UNIT COMPRISING A PUT OPTION AND A DEPOSIT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 8-I. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in determining our reporting responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each comprising: (x) a Put Option written by you that is terminated if an Automatic Call occurs and that, if not terminated, in circumstances where the payment due at maturity is less than $1,000 (excluding accrued and unpaid interest), requires you to pay us an amount equal to $1,000 multiplied by the absolute value of the Least Performing Underlying Return and (y) a Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option. By purchasing the notes, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to follow this treatment and the allocation described in the following paragraph. However, there are other reasonable treatments that the Internal Revenue Service (the “IRS”) or a court may adopt, in which case the timing and character of any income or loss on the notes could be significantly and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. While it is not clear whether the notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of which for holders of the notes are the character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by Non-U.S. Holders should be subject to withholding tax.
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JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
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PS-2
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal. If the notes are not automatically called, we will pay you your principal back at maturity only if a Trigger Event has not occurred or the Ending Underlying Level of each Underlying is greater than or equal to its Starting Underlying Level. If the notes are not automatically called, a Trigger Event has occurred and the Ending Underlying Level of any Underlying is less than its Starting Underlying Level, you will lose 1% of your principal amount at maturity for every 1% that the Ending Underlying Level of the Least Performing Underlying is less than its Starting Underlying Level. Accordingly, you could lose up to the entire principal amount of your notes.
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CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co. and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
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POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that these hedging or trading activities of ours or our affiliates could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to the Notes Generally” in the accompanying product supplement no. 8-I for additional information about these risks.
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YOUR RETURN ON THE NOTES IS LIMITED TO THE PRINCIPAL AMOUNT PLUS ACCRUED INTEREST REGARDLESS OF ANY APPRECIATION IN THE VALUE OF ANY UNDERLYING — If the notes are not automatically called and a Trigger Event has not occurred or the Ending Underlying Level of each Underlying is greater than or equal to its Starting Underlying Level, for each $1,000 principal amount note, you will receive $1,000 at maturity plus any accrued and unpaid interest, regardless of any appreciation in the value of any Underlying, which may be significant. If the notes are automatically called, for each $1,000 principal amount note, you will receive $1,000 on the relevant Call Settlement Date plus any accrued and unpaid interest, regardless of the appreciation in the value of any Underlying, which may be significant. Accordingly, the return on the notes may be significantly less than the return on a direct investment in any Underlying during the term of the notes.
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JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
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PS-3
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YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE CLOSING LEVEL OR CLOSING PRICE, AS APPLICABLE, OF EACH UNDERLYING — Your return on the notes and your payment at maturity, if any, is not linked to a basket consisting of the Underlyings. If the notes are not automatically called, your payment at maturity is contingent upon the performance of each individual Underlying such that you will be equally exposed to the risks related to all of the Underlyings. Poor performance by any of the Underlyings over the term of the notes may negatively affect your payment at maturity and will not be offset or mitigated by positive performance by the other Underlyings. Accordingly, your investment is subject to the risk of decline in the closing level or closing price, as applicable, of each Underlying.
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THE BENEFIT PROVIDED BY THE BUFFER AMOUNT MAY TERMINATE ON ANY DAY DURING THE TERM OF THE NOTES — If, on any day during the Monitoring Period, the closing level or closing price, as applicable, of any Underlying is less than its Starting Underlying Level by more than the applicable Buffer Amount, a Trigger Event will occur, and you will be fully exposed to any depreciation in the Least Performing Underlying. We refer to this feature as a contingent buffer. Under these circumstances, and if the Ending Underlying Level of any Underlying is less than its Starting Underlying Level, you will lose 1% of the principal amount of your investment for every 1% that the Ending Underlying Level of the Least Performing Underlying is less than its Starting Underlying Level. You will be subject to this potential loss of principal even if the relevant Underlying subsequently recovers such that the closing level or closing price, as applicable, of that Underlying is less than its Starting Underlying Level by less than the Buffer Amount. If these notes had a non-contingent buffer feature, under the same scenario, you would have received the full principal amount of your notes plus accrued and unpaid interest at maturity. As a result, your investment in the notes may not perform as well as an investment in a security with a return that includes a non-contingent buffer.
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YOUR PAYMENT AT MATURITY MAY BE DETERMINED BY THE LEAST PERFORMING UNDERLYING — If the notes are not automatically called and a Trigger Event occurs, you will lose some or all of your investment in the notes if the Ending Underlying Level of any Underlying is below its Starting Underlying Level. This will be true even if the Ending Underlying Level of each of the other Underlyings is greater than or equal to its Starting Underlying Level. The Underlyings’ respective performances may not be correlated and, as a result, if the notes are not automatically called and a Trigger Event occurs, you may receive the principal amount of your notes at maturity only if there is a broad-based rise in the performance of U.S. equities across diverse markets during the term of the notes.
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THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT — If the notes are automatically called, the amount of interest payable on the notes will be less than the full amount of interest that would have been payable if the notes were held to maturity, and, for each $1,000 principal amount note, you will receive $1,000 plus accrued and unpaid interest to but excluding the relevant Call Settlement Date.
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REINVESTMENT RISK — If your notes are automatically called, the term of the notes may be reduced to as short as three months and you will not receive interest payments after the relevant Call Settlement Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk in the event the notes are automatically called prior to the Maturity Date.
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CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY — While the payment at maturity, if any, or upon an automatic call described in this pricing supplement is based on the full principal amount of your notes, the original issue price of the notes includes the agent’s commission and the estimated cost of hedging our obligations under the notes. As a result, and as a general matter, the price, if any, at which JPMS will be willing to purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss to you. This secondary market price will also be affected by a number of factors aside from the agent’s commission and hedging costs, including those referred to under “Many Economic and Market Factors Will Impact the Value of the Notes” below.
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The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
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BUFFER AMOUNT APPLIES ONLY IF YOU HOLD THE NOTES TO MATURITY — Assuming the notes are not automatically called, we will pay you your principal back at maturity only if the closing level or closing price, as applicable, of each Underlying is not less than its Starting Underlying Level by more than the applicable Buffer Amount on any day during the Monitoring Period or the Ending Underlying Level of each Underlying is greater than or equal to its Starting Underlying Level. If the notes are not automatically called and a Trigger Event has occurred, you will be fully exposed at maturity to any decline in the value of the Least Performing Underlying.
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VOLATILITY RISK — Greater expected volatility with respect to an Underlying indicates a greater likelihood as of the Pricing Date that the closing level or closing price, as applicable, of that Underlying could be less than its Starting Underlying Level by more than the applicable Buffer Amount on any day during the Monitoring Period. An Underlying’s volatility, however, can change significantly over the term of the notes. The closing level or closing price, as applicable, of an Underlying could fall sharply on any day during the Monitoring Period, which could result in a significant loss of principal.
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AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS — The stocks that constitute the Russell 2000® Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
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THERE ARE RISKS ASSOCIATED WITH THE FUND — Although the Fund’s shares are listed for trading on NYSE Arca and a number of similar products have been traded on NYSE Arca and other securities exchanges for varying periods of time, there is no assurance that an active trading market will continue for the shares of the Fund or that
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JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
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PS-4
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DIFFERENCES BETWEEN THE FUND AND THE UNDERLYING INDEX — The Fund does not fully replicate the Underlying Index and may hold securities not included in the Underlying Index and its performance will reflect additional transaction costs and fees that are not included in the calculation of the Underlying Index, all of which may lead to a lack of correlation between the Fund and the Underlying Index. In addition, corporate actions with respect to the equity securities held by the Fund (such as mergers and spin-offs) may impact the variance between the Fund and the Underlying Index. Finally, because the shares of the Fund are traded on NYSE Arca and are subject to market supply and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the performance of the Underlying Index.
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AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH THE METALS AND MINING INDUSTRY — All or substantially all of the equity securities held by the Fund are issued by companies whose primary lines of business are directly associated with the metals and mining industry. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers. The metals and mining industry can be significantly affected by international political and economic developments, energy conservation, the success of exploration projects, commodity prices and tax and other government regulations. Companies involved in the metals and mining industry may benefit from government subsidies or certain trade protections. If those subsidies or trade protections are reduced or removed, the profits of such companies may be affected, potentially drastically. In addition, competitive pressures and the cyclical nature of the metal and mining industry may have a significant effect on the financial condition of these companies. These companies are also subject to risks of changes in exchange rates, terrorist attacks, depletion of resources and reduced demand as a result of increases in energy efficiency, substitution and energy conservation. Such companies are subject to extensive federal, state and local environmental laws and regulations regarding air emissions and the disposal of hazardous materials and may be at risk for environmental damage claims. These factors could cause a downturn in the metals and mining industry and could cause the value of the equity securities held by the Fund and the price of the Fund to decline during the term of the notes.
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LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a 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 JPMS is willing to buy the notes.
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NO DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of shares of the Fund or the securities included in the Indices or held by the Fund would have.
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HEDGING AND TRADING IN THE UNDERLYINGS — While the notes are outstanding, we or any of our affiliates may carry out hedging activities related to the notes, including instruments related to the Fund or the equity securities included in the Indices or held by the Fund. We or our affiliates may also trade in the Fund or instruments related to the Fund or the equity securities included in the Indices or held by the Fund from time to time. Any of these hedging or trading activities as of the Pricing Date and during the term of the notes could adversely affect the likelihood of an automatic call or our payment to you at maturity. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the notes declines.
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THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED — The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and adversely affected.
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MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the level and price of the Underlyings on any day, the value of the notes will be impacted by a number of economic and market factors that may either offset or magnify each other, including:
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whether a Trigger Event has occurred or is expected to occur;
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the interest rate on the notes;
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the actual and expected volatility of the Underlyings;
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the time to maturity of the notes;
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the likelihood of an automatic call being triggered;
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the dividend rates on the Fund and the equity securities included in the Indices or held by the Fund;
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the expected positive or negative correlation between the Indices and the Fund, or the expected absence of any such correlation;
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interest and yield rates in the market generally;
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a variety of economic, financial, political, regulatory and judicial events;
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the occurrence of certain events to the Fund that may or may not require an adjustment to the Share Adjustment Factor; and
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|
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
|
PS-5
|
Closing Level of the Least Performing Underlying
|
Least Performing Underlying Closing Level Appreciation / Depreciation at Relevant Call Date
|
Note Total Return at Relevant Call Settlement Date
|
Note Total Return at Maturity Date if a Trigger Event Has Not Occurred (1)
|
Note Total Return at Maturity Date if a Trigger Event Has Occurred (1)
|
||
First
|
Second
|
Final
|
||||
1,350.000
|
80.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
1,237.500
|
65.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
1,125.000
|
50.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
1,050.000
|
40.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
975.000
|
30.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
900.000
|
20.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
825.000
|
10.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
787.500
|
5.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
757.500
|
1.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
750.000
|
0.00%
|
3.125%
|
6.250%
|
9.375%
|
12.50%
|
12.50%
|
712.500
|
-5.00%
|
N/A
|
N/A
|
N/A
|
12.50%
|
7.50%
|
675.000
|
-10.00%
|
N/A
|
N/A
|
N/A
|
12.50%
|
2.50%
|
656.250
|
-12.50%
|
N/A
|
N/A
|
N/A
|
12.50%
|
0.00%
|
600.000
|
-20.00%
|
N/A
|
N/A
|
N/A
|
12.50%
|
-7.50%
|
525.000
|
-30.00%
|
N/A
|
N/A
|
N/A
|
12.50%
|
-17.50%
|
450.000
|
-40.00%
|
N/A
|
N/A
|
N/A
|
12.50%
|
-27.50%
|
412.500
|
-45.00%
|
N/A
|
N/A
|
N/A
|
12.50%
|
-32.50%
|
412.425
|
-45.01%
|
N/A
|
N/A
|
N/A
|
N/A
|
-32.51%
|
375.000
|
-50.00%
|
N/A
|
N/A
|
N/A
|
N/A
|
-37.50%
|
300.000
|
-60.00%
|
N/A
|
N/A
|
N/A
|
N/A
|
-47.50%
|
225.000
|
-70.00%
|
N/A
|
N/A
|
N/A
|
N/A
|
-57.50%
|
150.000
|
-80.00%
|
N/A
|
N/A
|
N/A
|
N/A
|
-67.50%
|
75.000
|
-90.00%
|
N/A
|
N/A
|
N/A
|
N/A
|
-77.50%
|
0.000
|
-100.00%
|
N/A
|
N/A
|
N/A
|
N/A
|
-87.50%
|
JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
|
PS-6
|
JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
|
PS-7
|
JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
|
PS-8
|
JPMorgan Structured Investments —
Auto Callable Yield Notes Linked to the Least Performing of the SPDR® S&P® Metals & Mining ETF, the S&P 500® Index and the Russell 2000® Index
|
PS-9
|
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