July 2014
Pricing Sheet dated July 25, 2014 relating to
Preliminary Terms No.171 dated July 18, 2014
Registration Statement No. 333-177923
Filed pursuant to Rule 433
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PRICING TERMS — July 25, 2014
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Issuer:
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JPMorgan Chase & Co.
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Underlying stock:
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Ordinary shares of Michael Kors Holdings Limited
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Aggregate principal amount:
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$10,173,550
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Early redemption:
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If, on any determination date (other than the final determination date), the closing price of the underlying stock is greater than or equal to the initial stock price, the securities will be automatically redeemed for an early redemption payment on the first contingent payment date immediately following the related determination date.
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Early redemption payment:
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The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly payment with respect to the related determination date.
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Contingent quarterly payment:
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· If, on any determination date, the closing price or the final stock price, as applicable, is greater than or equal to the downside threshold level, we will pay a contingent quarterly payment of $0.2625 (2.625% of the stated principal amount) per security on the related contingent payment date.
· If, on any determination date, the closing price or the final stock price, as applicable, is less than the downside threshold level, no contingent quarterly payment will be made with respect to that determination date.
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Determination dates:
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October 27, 2014, January 26, 2015, April 27, 2015, July 27, 2015, October 26, 2015, January 25, 2016, April 25, 2016, July 25, 2016, October 25, 2016, January 25, 2017, April 25, 2017 and July 25, 2017, subject to postponement for non-trading days and certain market disruption events. We also refer to July 25, 2017 as the final determination date.
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Contingent payment dates:
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With respect to each determination date other than the final determination date, the third business day after the related determination date. The payment of the contingent quarterly payment, if any, with respect to the final determination date will be made on the maturity date.
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Payment at maturity:
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· If the final stock price is greater than or equal to the downside threshold level:
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(i) the stated principal amount plus (ii) the contingent quarterly payment with respect to the final determination date
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· If the final stock price is less than the downside threshold level:
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(i) the cash value or (ii) at our option, a number of shares of the underlying stock equal to the exchange ratio as of the final determination date
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Cash value:
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The amount in cash equal to the product of (a) $10 divided by the initial stock price and (b) the closing price of one share of the underlying stock on the final determination date, subject to adjustment in the event of certain corporate events affecting the underlying stock
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Exchange ratio:
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0.12326, which is the stated principal amount divided by the initial stock price, subject to adjustment in the event of certain corporate events affecting the underlying stock
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Downside threshold level:
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$56.791, which is equal to 70% of the initial stock price, subject to adjustment in the event of certain corporate events affecting the underlying stock
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Initial stock price:
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$81.13, which was the closing price of the underlying stock on the pricing date divided by the adjustment factor
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Final stock price:
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The closing price of the underlying stock on the final determination date
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Adjustment factor:
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1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
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Stated principal amount:
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$10 per security
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Issue price:
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$10 per security (see “Commissions and issue price” below)
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Pricing date:
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July 25, 2014
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Original issue date (settlement date):
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July 30, 2014
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Maturity date:
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July 28, 2017, subject to postponement in the event of certain market disruption events and as described under “Description of Securities — Payment at Maturity” in the accompanying product supplement no. MS-4-I
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CUSIP/ISIN:
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481246676 / US4812466765
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Listing:
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The securities will not be listed on any securities exchange.
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Agent:
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J.P. Morgan Securities LLC (“JPMS”)
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Commissions and issue price:
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Price to Public(1)
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Fees and Commissions(2)
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Proceeds to Issuer
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Per security
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$10.00
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$0.225
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$9.775
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Total
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$10,173,550.00
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$228,904.875
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$9,944,645.125
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(1)
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See “Additional Information about the Securities — Use of proceeds and hedging” in the accompanying preliminary terms for information about the components of the price to public of the securities.
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(2)
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JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions of $0.225 per $10 stated principal amount security it receives from us to Morgan Stanley Smith Barney LLC. See “Underwriting (Conflicts of Interest)” beginning on page PS-63 of the accompanying product supplement no. MS-4-I.
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