Term sheet
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011 and
product supplement no. 7-II dated November 16, 2011
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Term Sheet
Product Supplement No. 7-II
Registration Statement No. 333-177923
Dated March 25, 2014; Rule 433
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Structured
Investments
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$
9.50% - 11.50%† per annum Upside Auto Callable Reverse Exchangeable Notes due April 8, 2015 Linked to the Common Stock of Gilead Sciences, Inc.
†The actual interest rate will be provided in the pricing supplement and will not be less than 9.50% or greater than 11.50% per annum.
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The notes are designed for investors who seek a higher interest rate than either the current dividend yield on the Reference Stock or the 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 the Reference Stock, to accept the risks of owning equities in general and the common stock of Gilead Sciences, Inc., in particular, to assume the risk that the notes will be automatically called and the investors will receive less interest than if the notes are not automatically called and, if the notes are not automatically called, to lose some or all of their principal at maturity.
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The notes will pay between 9.50% and 11.50% per annum interest over the term of the notes, assuming no automatic call, payable at a rate of between 0.7917% and 0.9583% 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 Final Share Price of one share of the Reference Stock and whether the closing price of one share of the Reference Stock is less than the Initial Share Price by more than the Buffer Amount on any day during the Monitoring Period, as described below. If the notes are automatically called, you will receive, for each $1,000 principal amount note, $1,000 plus accrued and unpaid interest. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing April 8, 2015*
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If the notes are not automatically called, payment at maturity for each $1,000 principal amount note will be either a cash payment of $1,000 or delivery of shares of the Reference Stock (or, at our election, the Cash Value thereof), in each case, together with any accrued and unpaid interest, as described below.
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Minimum denominations of $1,000 and integral multiples thereof
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Reference Stock:
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The common stock, par value $0.001 per share, of Gilead Sciences, Inc. (Bloomberg ticker symbol: “GILD”). We refer to Gilead Sciences, Inc.as “Gilead Sciences.”
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Interest Rate:
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Between 9.50% and 11.50% per annum if the notes are not automatically called; or
if the notes are automatically called:
· Between 2.375% - 2.875% if the notes are automatically called on the first Call Date;
· Between 4.75% - 5.75% if the notes are automatically called on the second Call Date; or
· Between 7.125% - 8.625% if the notes are automatically called on the final Call Date,
In each case equivalent to between 9.50% and 11.50% per annum, payable at a rate of between 0.7917% and 0.9583% per month. The actual interest rate will be provided in the pricing supplement and will not be less than 9.50% or greater than 11.50% per annum.
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Automatic Call:
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If on any of the Call Dates, the closing price of one share of the Reference Stock is equal to or greater than the Initial Share Price, 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 applicable 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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An amount that represents 25.00% of the Initial Share Price, subject to adjustments
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Pricing Date:
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On or about April 2, 2014
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Original Issue Date (Settlement Date):
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On or about April 7, 2014
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Call Dates*:
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July 2, 2014 (first Call Date), October 2, 2014 (second Call Date) and January 2, 2015 (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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Observation Date*:
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April 2, 2015
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Maturity Date*:
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April 8, 2015
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CUSIP:
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48127DCQ9
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Interest Payment Dates*:
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May 7, 2014, June 5, 2014, July 8, 2014, August 7, 2014, September 5, 2014, October 7, 2014, November 6, 2014, December 5, 2014, January 7, 2015, February 5, 2015, March 5, 2015 and the Maturity Date (each such date, an “Interest Payment Date”). See “Selected Purchase Considerations — Monthly Interest Payments” in this term sheet 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 the performance of the Reference Stock. 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:
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(1) the Final Share Price is less than the Initial Share Price;
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and
(2) on any day during the Monitoring Period, the closing price of one share of the Reference Stock is less than
the Initial Share Price by more than the Buffer Amount.
If the notes are not automatically called and the conditions described in both (1) and (2) are satisfied, at maturity you will receive, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, the number of shares of the Reference Stock equal to the Physical Delivery Amount (or, at our election, the Cash Value thereof). Fractional shares will be paid in cash. The market value of the Physical Delivery Amount or the Cash Value thereof will most likely be substantially less than the principal amount of your notes, and may be zero.
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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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Physical Delivery Amount:
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The number of shares of the Reference Stock per $1,000 principal amount note, equal to $1,000 divided by the Initial Share Price, subject to adjustments
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Cash Value:
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The product of (1) $1,000 divided by the Initial Share Price and (2) the Final Share Price, subject to adjustments
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Initial Share Price:
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The closing price of one share of the Reference Stock on the Pricing Date, divided by the Stock Adjustment Factor. The Initial Share Price is subject to adjustments in certain circumstances. See “General Terms of Notes — Anti-Dilution Adjustments” and “General Terms of Notes — Reorganization Events” in the accompanying product supplement no. 7-II for further information about these adjustments.
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Final Share Price:
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The closing price of one share of the Reference Stock on the Observation Date
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Stock Adjustment Factor:
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Set equal to 1.0 on the Pricing Date, subject to adjustment under certain circumstances. See “General Terms of Notes —Anti-Dilution Adjustments” in the accompanying product supplement no. 7-II
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*
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Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity,” “Description of Notes — Interest Payments” and “Description of Notes — Postponement of a Valuation Date” in the accompanying product supplement no. 7-II
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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 note
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$1,000
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$
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$
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Total
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$
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$
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$
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Product supplement no. 7-II dated November 16, 2011:
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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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 term sheet, 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, any interest payment or any payment at maturity 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 term sheet. 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 or applicable 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.
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POTENTIAL EARLY EXIT AS A RESULT OF THE AUTOMATIC CALL FEATURE — If the closing price of one share of the Reference Stock is equal to or greater than the Initial Share Price on any of the Call Dates, your notes will be automatically called prior to the maturity date. Under these circumstances, on the applicable Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus accrued and unpaid interest to but excluding the applicable 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 so long as the Final Share Price is not less than the Initial Share Price or the closing price of one share of the Reference Stock is not less than the Initial Share Price by more than the Buffer Amount on any day during the Monitoring Period. However, if the notes are not automatically called, the Final Share Price is less than the Initial Share Price and the closing price of one share of the Reference Stock on any day during the Monitoring Period is less than the Initial Share Price by more than the Buffer Amount, you could lose the entire principal amount of your notes.
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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. 7-II. Based 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, requires you to purchase the Reference Stock (or, at our option, receive the Cash Value thereof) from us at maturity under circumstances where the payment due at maturity is the Physical Delivery Amount and (y) a Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option. By
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JPMorgan Structured Investments -
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TS - 1
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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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, the payment at maturity will be based on the Final Share Price and whether the closing price of one share of the Reference Stock is less than the Initial Share Price by more than the Buffer Amount on any day during the Monitoring Period. Under certain circumstances, you will receive at maturity a predetermined number of shares of the Reference Stock (or, at our election, the Cash Value thereof). The market value of those shares of the Reference Stock or the Cash Value thereof will most likely be less than the principal amount of each note and may be zero. Accordingly, you could lose up to the entire principal amount of your notes.
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THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT — The notes will be automatically called before maturity if the closing price of one share of the Reference Stock is equal to or greater than the Initial Share Price on any of the Call Dates. Under these circumstances, 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 applicable Call Settlement Date.
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THE BENEFIT PROVIDED BY THE BUFFER AMOUNT MAY TERMINATE ON ANY DAY DURING THE TERM OF THE NOTES — If the notes are not automatically called and, on any day during the Monitoring Period, the closing price of one share of the Reference Stock is less than the Initial Share Price minus the Buffer Amount, you will be fully exposed to any depreciation in the Reference Stock. We refer to this feature as a contingent buffer. Under these circumstances, and if the Final Share Price is less than the Initial Share Price, you will receive at maturity a predetermined number of shares of Reference Stock (or, at our election, the Cash Value thereof) and, consequently, you will lose 1% of the principal amount of your investment for every 1% that the Final Share Price is less than the Initial Share Price. You will be subject to this potential loss of principal even if the closing price of one share of the Reference Stock subsequently recovers such that it is greater than the Initial Share Price minus 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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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. 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.
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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 as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and
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JPMorgan Structured Investments -
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TS - 2
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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REINVESTMENT RISK — If your notes are automatically called early, the term of the notes may be reduced to as short as three months and you will not receive interest payments after the applicable 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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SINGLE STOCK RISK — The price of the Reference Stock can fall sharply due to factors specific to the Reference Stock and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions.
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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 term sheet.
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JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. 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. See “JPMS’s Estimated Value of the Notes” in this term sheet.
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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. 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 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 term sheet.
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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. 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. See “Secondary Market Prices of the Notes” in this term sheet 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).
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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
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JPMorgan Structured Investments -
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TS - 3
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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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 closing price of one share of the Reference Stock, including:
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any actual or potential change in our creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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secondary market credit spreads for structured debt issuances;
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the actual and expected volatility in the price of the Reference Stock;
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the time to maturity of the notes;
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whether the closing price of one share of the Reference Stock has been, or is expected to be, less than the Initial Share Price by more than the Buffer Amount during the Monitoring Period;
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the dividend rate on the Reference Stock;
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the occurrence of certain events affecting the issuer of the Reference Stock that may or may not require an adjustment to the Stock Adjustment Factor, including a merger or acquisition;
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interest and yield rates in the market generally; and
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a variety of other economic, financial, political, regulatory and judicial events.
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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 price of one share of the Reference Stock is not below the Initial Share Price by more than the Buffer Amount on any day during the Monitoring Period or the Final Share Price is equal to or greater than the Initial Share Price. If the notes are not automatically called and the closing price of one share of the Reference Stock is less than the Initial Share Price by more than the Buffer Amount on any day during the Monitoring Period, the benefit provided by the Buffer Amount will be eliminated and you will be fully exposed at maturity to any decline in the market price of the Reference Stock.
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VOLATILITY RISK — Greater expected volatility with respect to the Reference Stock indicates a greater likelihood as of the Pricing Date that the Reference Stock could close below the Initial Share Price by more than the Buffer Amount on any day during the Monitoring Period. The Reference Stock’s volatility, however, can change significantly over the term of the notes. The closing price of one share of the Reference Stock could fall sharply on any day during the Monitoring Period, which could result in a significant loss of principal.
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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 THE REFERENCE STOCK —If the notes are not automatically called, unless (i) the Final Share Price is below the Initial Share Price and (ii) on any day during the Monitoring Period, the closing price of one share of the Reference Stock is less than the Initial Share Price by more than the Buffer Amount, 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 the Reference Stock, which may be significant. If the notes are automatically called, for each $1,000 principal amount note, you will receive $1,000 on the applicable Call Settlement Date plus any accrued and unpaid interest, regardless of the appreciation in the value of the Reference Stock, which may be significant. Accordingly, the return on the notes may be significantly less than the return on a direct investment in the Reference Stock during the term of the notes.
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NO OWNERSHIP RIGHTS IN THE REFERENCE STOCK — As a holder of the notes, you will not have any ownership interest or rights in the Reference Stock, such as voting rights or dividend payments. In addition, the Reference Stock issuer will not have any obligation to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the Reference Stock and the notes.
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NO AFFILIATION WITH GILEAD SCIENCES — We are not affiliated with Gilead Sciences. We have not independently verified any of the information about Gilead Sciences contained in this term sheet. You should undertake your own investigation into the Reference Stock and Gilead Sciences. We are not responsible for Gilead Sciences’ public disclosure of information, whether contained in SEC filings or otherwise.
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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
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JPMorgan Structured Investments -
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TS - 4
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY — The calculation agent will make adjustments to the Stock Adjustment Factor for certain corporate events affecting the Reference Stock. However, the calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. 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. You should also be aware that the calculation agent may make adjustments in response to events that are not described in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.
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THE TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT — The final terms of the notes will be based on relevant market conditions when the terms of the notes are set and will be provided in the pricing supplement. In particular, each of JPMS’s estimated value and the Interest Rate will be provided in the pricing supplement and each may be as low as the applicable minimums set forth on the cover of this term sheet. Accordingly, you should consider your potential investment in the notes based on the minimum for JPMS’s estimated value and the Interest Rate.
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JPMorgan Structured Investments -
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TS - 5
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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Hypothetical lowest closing price during the Monitoring Period
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Hypothetical highest closing price on any of the Call Dates
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Hypothetical Final Share Price
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Payment at Maturity**
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Payment on the applicable Call Settlement Date**
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Total Value of Payment Received at Maturity or on the applicable Call Settlement Date**
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$64.92
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$68.52
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$72.13
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$1,000.00
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N/A
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$1,000.00
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$72.13
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$144.26
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N/A
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N/A
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$1,000.00
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$1,000.00
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$36.07
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$68.52
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$72.13
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$1,000.00
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N/A
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$1,000.00
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$36.07
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$72.13
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N/A
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N/A
|
$1,000.00
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$1,000.00
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$72.13
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$68.52
|
$72.13
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$1,000.00
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N/A
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$1,000.00
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$54.11
|
$57.70
|
$57.70
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$1,000.00
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N/A
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$1,000.00
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$36.07
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$68.52
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$68.52
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13 shares of the Reference Stock or the Cash Value thereof
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N/A
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$949.95
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$36.07
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$57.70
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$36.07
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13 shares of the Reference Stock or the Cash Value thereof
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N/A
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$500.07
|
$18.03
|
$36.07
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$18.03
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13 shares of the Reference Stock or the Cash Value thereof
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N/A
|
$249.97
|
$0.00
|
$21.64
|
$0.00
|
13 shares of the Reference Stock or the Cash Value thereof
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N/A
|
$0.00
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JPMorgan Structured Investments -
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TS - 6
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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JPMorgan Structured Investments -
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TS - 7
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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JPMorgan Structured Investments -
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TS - 8
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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JPMorgan Structured Investments -
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TS - 9
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Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Gilead Sciences, Inc.
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