The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an
offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated February 26, 2016.
March
, 2016
Registration Statement No. 333-199966
Rule 424(b)(2)
JPMorgan Chase & Co.
Structured Investments
Capped Buffered Return Enhanced Notes Linked to
the S&P 500® Index due March 29, 2018
®
â—
The notes are designed for investors who seek a return of 2 times any appreciation of the S&P 500 Index, up to a
maximum return that will not be less than 21.00% or greater than 25.00%, at maturity.
â—
Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90% of their principal.
â—
The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any payment on the notes is
subject to the credit risk of JPMorgan Chase & Co.
â—
Minimum denominations of $1,000 and integral multiples thereof
â—
The notes are expected to price on or about March 28, 2016 and are expected to settle on or about March 31, 2016.
â—
CUSIP: 48128GQD5
Investing in the notes involves a number of risks.
See “Risk Factors” beginning on page PS-8 of the accompanying
product supplement no. 4a-I, “Risk Factors” beginning on page US-2 of the accompanying underlying supplement no. 1a-I
and “Selected Risk Considerations” beginning on page PS-3 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of
the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus.
Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1). See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public
of the notes.
(2). J.P.
Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the
selling commissions it receives from us to other affiliated or unaffiliated dealers. If the notes priced today, the selling
commissions would be approximately $2.50 per $1,000 principal amount note and in no event will these selling commissions
exceed $6.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-87 of
the accompanying product supplement no.
4a-I.
If the notes priced today, the estimated value of the notes as determined by JPMS would be approximately $983.60 per
$1,000 principal amount note. JPMS’s estimated value of the notes, when the terms of the notes are set, will be provided
by JPMS in the pricing supplement and will not be less than $960.00 per $1,000 principal amount note. See “JPMS’s
Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
Pricing supplement no.
to product supplement no. 4a-I dated November 7, 2014, underlying supplement no. 1a-I dated November 7, 2014
and the prospectus and prospectus supplement, each dated February 19, 2016
.
Key Terms
®
Index: The S&P 500 Index (Bloomberg ticker: SPX)
Maximum Return: Between 21.00% and 25.00%
(corresponding to a maximum payment at maturity of
between $1,210.00 and $1,250.00 per $1,000 principal
amount note) (to be provided in the pricing supplement)
Upside Leverage Factor: 2
Buffer Amount: 10%
Pricing Date: On or about March 28, 2016
Original Issue Date (Settlement Date): On or about March
31, 2016
Observation Date*: March 26, 2018
Maturity Date*: March 29, 2018
* Subject to postponement in the event of a market disruption
event and as described under “General Terms of Notes —
Postponement of a Determination Date — Notes Linked to a
Single Underlying” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying
product supplement no. 4a-I
PS-1 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
Index Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing Date
Final Value: The closing level of the Index on the Observation
Date
Payment at Maturity: If the Final Value is greater than the
Initial Value, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return × Upside Leverage Factor)],
subject to the Maximum Return
If the Final Value is equal to the Initial Value or is less than the
Initial Value by up to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If the Final Value is less than the Initial Value by more than the
Buffer Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the Final Value is less than the Initial Value by more than
10%, you will lose some or most of your principal amount at
maturity.
. Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return at maturity on the notes linked to a hypothetical Index. The “total
return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at
maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume the following:
â—
an Initial Value of 100
â—
a Maximum Return of 21.00%
â—
an Upside Leverage Factor of 2
â—
the Buffer Amount of 10%.
The hypothetical Initial Value of 100 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value.
The actual Initial Value will be based on the closing level of the Index on the Pricing Date and will be provided in the pricing
supplement. For historical data regarding the actual closing level of the Index, please see the historical information set forth under “The
Index” in this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes.
The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value
Index Return
Total Return
Payment at Maturity
180.00
170.00
160.00
150.00
140.00
130.00
120.00
109.50
110.00
105.00
101.00
100.00
95.00
90.00
85.00
80.00
70.00
60.00
50.00
40.00
30.00
20.00
10.00
0.00
80.00%
70.00%
60.00%
50.00%
40.00%
30.00%
20.00%
10.50%
10.00%
5.00%
1.00%
0.00%
-5.00%
-10.00%
-15.00%
-20.00%
-30.00%
-40.00%
-50.00%
-60.00%
-70.00%
-80.00%
-90.00%
-100.00%
21.000%
21.000%
21.000%
21.000%
21.000%
21.000%
21.000%
21.000%
20.000%
10.000%
2.000%
0.000%
0.000%
0.000%
-5.000%
-10.000%
-20.000%
-30.000%
-40.000%
-50.000%
-60.000%
-70.000%
-80.000%
-90.000%
$1,210.00
$1,210.00
$1,210.00
$1,210.00
$1,210.00
$1,210.00
$1,210.00
$1,210.00
$1,200.00
$1,100.00
$1,020.00
$1,000.00
$1,000.00
$1,000.00
$950.00
$900.00
$800.00
$700.00
$600.00
$500.00
$400.00
$300.00
$200.00
$100.00
PS-2 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
. The following graph demonstrates the hypothetical total returns and hypothetical payments at maturity on the notes at maturity for a
sub-set of Index Returns detailed in the table above (-30% to 30%). Your investment may result in a loss of up to 90% of your principal
amount at maturity.
Capped Buffered Return Enhanced Notes Linked to the
S&P 500® Index
Note Payoff at Maturity
Index Performance
Payment at Maturity
$1,300
$1,200
$1,100
$1,000
$900
$800
$700
-30%
-20%
-10%
0%
10%
20%
30%
Index Return
How the Notes Work
Upside Scenario:
If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to
two times the Index Return, up to the Maximum Return, which will not be less than 21.00% or greater than 25.00%, at maturity.
Assuming a hypothetical Maximum Return of 21.00%, an investor will realize the maximum payment at maturity at a Final Value of
110.50% or more of the Initial Value.
â—
If the closing level of the Index increases 5.00%, investors will receive at maturity a 10.00% return, or $1,100.00 per $1,000
principal amount note.
â—
Assuming a hypothetical Maximum Return of 21.00%, if the closing level of the Index increases 40.00%, investors will receive at
maturity a return equal to the Maximum Return of 21.00%, or $1,210.00 per $1,000 principal amount note, which is the maximum
payment at maturity.
Par Scenario:
If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 10%, investors will receive at
maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Initial Value by more than the Buffer Amount of 10%, investors will lose 1% of the principal amount of
their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
â—
For example, if the closing level of the Index declines 50.00%, investors will lose 40.00% of their principal amount and receive only
$600.00 per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying product supplement and underlying supplement.
â—
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
PS-3 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
.
The notes do not guarantee any return of principal. If the Final Value is less than the Initial Value by more than 10%, you will lose
1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 10%.
Accordingly, you may lose up to 90% of your principal amount at maturity.
â—
YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of the appreciation in the Index, which may be significant.
â—
CREDIT RISK OF JPMORGAN CHASE & CO. —
Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change
in our creditworthiness or credit spreads, as determined 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.
â—
POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our economic interests are
potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our
affiliates in connection with the notes 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 Conflicts of Interest” in the accompanying product supplement.
â—
THE NOTES DO NOT PAY INTEREST.
â—
YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
â—
WE ARE CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE INDEX,
but we will not have any obligation to consider your interests in taking any corporate action that might affect the level of the Index.
â—
LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange.
Accordingly, 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. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your notes to maturity.
â—
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimums for JPMS’s estimated value and the Maximum
Return.
â—
JPMS’S ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES —
JPMS’s estimated value is only an estimate using several factors. The original issue price of the notes will exceed JPMS’s
estimated value because costs associated with selling, structuring and hedging the notes are included in the original issue price of
the notes. These costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize for
assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the
notes.
See “JPMS’s Estimated Value of the Notes” in this pricing supplement.
â—
JPMS'S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM
OTHERS' ESTIMATES —
See “JPMS’s Estimated Value of the Notes” in this pricing supplement.
â—
JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL
FIXED-RATE DEBT —
The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit
spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the
notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs
for our conventional fixed-rate debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we
would expect the economic terms of the notes to be more favorable to you.
Consequently, our use of an internal funding rate
PS-4 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
. would have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated
Value of the Notes” in this pricing supplement.
â—
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED
TIME PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
â—
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our secondary market credit spreads for structured debt issuances and, also,
because secondary market prices (a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and
estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will
be willing to buy the notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price.
Any sale by you prior to the Maturity Date could result in a substantial loss to you.
â—
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the level of the Index. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for
the notes, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors —
Risks Relating to the Estimated Value of Secondary Market Prices of the Notes — Secondary market prices of the notes will be
impacted by many economic and market factors” in the accompanying product supplement.
PS-5 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
. The Index
The Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For
®
®
additional information about the S&P 500 Index, see "Equity Index Descriptions — The S&P 500 Index" in the accompanying
underlying supplement.
Historical Information
The following graph sets forth the historical performance of the Index based on the weekly historical closing levels of the Index from
January 7, 2011 through February 19, 2016. The closing level of the Index on February 25, 2016 was 1,951.70.
We obtained the
®
closing levels below from the Bloomberg Professional service (“Bloomberg”), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as
to the closing level of the Index on the Pricing Date or the Observation Date. We cannot give you assurance that the performance of
the Index will result in the return of any of your principal amount in excess of $100 per $1,000 principal amount note, subject to the
credit risk of JPMorgan Chase & Co.
®
Historical Performance of the S&P 500 Index
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no.
4a-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S.
federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences—Tax Consequences to U.S. Holders—Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement no.
4a-I. Assuming this treatment is respected, the gain or loss on your notes should be treated as
long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the
issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss
on the notes could be materially 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. The notice focuses in
particular on whether to require investors in these instruments to accrue income over the term of their investment.
It also asks for
comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of
factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including
any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and
PS-6 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
.
adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax
adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments
and the issues presented by this notice.
Withholding under legislation commonly referred to as “FATCA” may (if the notes are recharacterized as debt instruments) apply to
amounts treated as interest paid with respect to the notes. Notwithstanding anything to the contrary in the accompanying product
supplement no.
4a-I, under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other than any
amount treated as interest) of a taxable disposition, including redemption at maturity, of the notes. You should consult your tax adviser
regarding the potential application of FATCA to the notes.
Non-U.S. holders should also note that, notwithstanding anything to the contrary in the accompanying product supplement no.
4a-I,
recently promulgated Treasury regulations imposing a withholding tax on certain “dividend equivalents” under certain “equity linked
instruments” will not apply to the notes.
JPMS’s Estimated Value of the Notes
JPMS’s estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using our internal funding
rate for structured debt described below, and (2) the derivative or derivatives underlying the economic terms of the notes. JPMS’s
estimated value does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any
exists) at any time. The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from
the credit spreads for our conventional fixed-rate debt.
For additional information, see “Selected Risk Considerations — JPMS’s
Estimated Value Is Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt.”
The value of the derivative or derivatives underlying the economic terms of the notes is derived from JPMS’s internal pricing models.
These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other
inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as
assumptions about future market events and/or environments. Accordingly, JPMS’s estimated value of the notes is determined when
the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.
JPMS’s estimated value does not represent future values of the notes and may differ from others’ estimates. Different pricing models
and assumptions could provide valuations for notes that are greater than or less than JPMS’s estimated value.
In addition, market
conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the
value of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest
rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in
secondary market transactions.
JPMS’s estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes.
Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits, if any. See “Selected Risk Considerations — JPMS’s Estimated Value of the Notes Will Be Lower Than the Original Issue Price
(Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement.
In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our secondary market credit spreads for structured debt issuances.
This initial predetermined time period is intended to be the shorter of six months and one-half of the stated term of the notes. The
length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our
hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by JPMS.
See
“Selected Risk Considerations — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account
Statements) May Be Higher Than JPMS’s Then-Current Estimated Value of the Notes for a Limited Time Period.”
PS-7 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
. Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile
of the notes and “The Index” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to JPMS’s estimated value of the notes plus the selling commissions paid to JPMS and
other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the prospectus, as supplemented by the prospectus supplement, each dated
February 19, 2016, relating to our Series E medium-term notes of which these notes are a part, and the more detailed information
contained in product supplement no.
4a-I dated November 7, 2014 and underlying supplement no. 1a-I dated November 7, 2014. This
pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours.
You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product
supplement no. 4a-I and “Risk Factors” in the accompanying underlying supplement no. 1a-I, as the notes involve risks not associated
with conventional debt securities.
We urge you to consult your investment, legal, tax, accounting and other advisers before you invest
in the notes.
When you read the product supplement and the underlying supplement, note that all references to the prospectus dated November 7,
2014, or to any sections therein, should refer instead to the prospectus dated February 19, 2016, or to the corresponding sections of
that prospectus, and all references to the prospectus supplement dated November 7, 2014, or to any sections therein, should refer
instead to the prospectus supplement dated February 19, 2016, or to the corresponding sections of that prospectus supplement. You
may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):
â—
Product supplement no. 4a-I dated November 7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008407/e61359_424b2.pdf
â—
Underlying supplement no.
1a-I dated November 7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008410/e61337_424b2.pdf
â—
Prospectus supplement and prospectus, each dated February 19, 2016:
http://www.sec.gov/Archives/edgar/data/19617/000095010316011251/crt_dp63599-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to
JPMorgan Chase & Co.
PS-8 | Structured Investments
Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index
.