CALCULATION OF REGISTRATION FEE
Title of Each Class of |
Maximum Aggregate
|
Amount of
|
Notes |
$4,076,000 |
$473.22 |
Pricing
supplement no. 1518 |
Registration
Statement No. 333-155535 |
Structured |
$4,076,000 7.0375% (equivalent to 28.15% per annum) Reverse Exchangeable Notes due November 17, 2011 Linked to Five Equally Weighted Reference Stocks |
General
Key Terms
Reference Stocks: |
The common stocks of GT Advanced Technologies Inc., Patriot Coal Corporation, SPX Corporation, Rockwood Holdings, Inc. and Key Energy Services, Inc. (each a Reference Stock, and together, the Reference Stocks) |
Interest Rate: |
7.0375% during the term of the notes (equivalent to 28.15% per annum), paid monthly and calculated on a 30/360 basis |
Protection Amounts: |
For each Reference Stock, an amount that represents 20% of the Initial Share Price, subject to adjustments. Please see The Reference Stocks Stock Weightings, Initial Share Prices, Protection Amounts and Physical Delivery Amounts in this pricing supplement for the Protection Amount for each Reference Stock. |
Pricing Date: |
August 12, 2011 |
Settlement Date: |
On or about August 17, 2011 |
Observation Date: |
November 14, 2011* |
Maturity Date: |
November 17, 2011* |
CUSIP: |
48125XM37 |
Interest Payment Dates: |
Interest on the notes will be payable monthly in arrears on the 17th calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such day, an Interest Payment Date), commencing September 17, 2011. See Selected Purchase Considerations Monthly Interest Payments in this pricing supplement for more information. Notwithstanding anything to the contrary in the product supplement, each interest payment for the notes will be made to the holders of record at the close of business on the business day immediately preceding the relevant Interest Payment Date. |
Payment at Maturity: |
The payment at maturity, in excess of any accrued and unpaid interest, is based on the performance of each Reference Stock. At maturity you will receive per $1,000 principal amount note, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, a payment consisting of the following: (i) with respect to each Reference Stock, if on each day during the Monitoring Period, the closing price of such Reference Stock is not less than its Initial Share Price by more than its Protection Amount, a cash payment equal to $1,000 × Stock Weighting of such Reference Stock, and (ii) with respect to each Reference Stock, if on any day during the Monitoring Period the closing price of such Reference Stock is less than its Initial Share Price by more than its Protection Amount:
|
Monitoring Period: |
The period from but excluding the Pricing Date to and including the Observation Date |
Stock Weighting: |
For each Reference Stock, 20% |
Physical Delivery Amount: |
For each Reference Stock, the number of shares of such Reference Stock, per $1,000 principal amount note, equal to (1) $1,000 × the Stock Weighting of such Reference Stock divided by (2) the Initial Share Price of such Reference Stock, subject to adjustments |
Cash Value: |
For each Reference Stock, the amount in cash equal to (1) $1,000 × the Stock Weighting of such Reference Stock divided by (2) the Initial Share Price of such Reference Stock, and multiplied by (3) the Final Share Price of such Reference Stock, subject to adjustments. Please see The Reference Stocks Stock Weightings, Initial Share Prices, Protection Amounts and Physical Delivery Amounts in this pricing supplement for the Physical Delivery Amount for each Reference Stock. |
Initial Share Price: |
For each Reference Stock, the closing price of such Reference Stock on August 12, 2011. The Initial Share Price of a Reference Stock is subject to adjustments in certain circumstances. See Description of Notes Payment at Maturity and General Terms of Notes Anti-Dilution Adjustments in the accompanying product supplement no. 159-A-I for further information about these adjustments. Please see The Reference Stocks Stock Weightings, Initial Share Prices, Protection Amounts and Physical Delivery Amounts in this pricing supplement for the Initial Share Price for each Reference Stock. |
Final Share Price: |
For each Reference Stock, the closing price of the Reference Stock on the Observation Date. |
* |
Subject to postponement in the event of a market disruption event and as described under Description of Notes Payment at Maturity in the accompanying product supplement no. 159-A-I. |
Investing in the Reverse Exchangeable Notes involves a number of risks. See Risk Factors beginning on page PS-7 of the accompanying product supplement no. 159-A-I and Selected Risk Considerations beginning on page PS-2 of this pricing supplement.
Neither 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 prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
|
|||
|
Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Us |
|
|||
Per note |
$1,000 |
$31.20 |
$968.80 |
|
|||
Total |
$4,076,000 |
$127,171.20 |
$3,948,828.80 |
|
(1) |
The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates. |
(2) |
J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission of $31.20 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 $20.00 per $1,000 principal amount note. This commission includes the projected profits that our affiliates expect to realize, some of which have been allowed to other dealers, for assuming risks inherent in hedging our obligations under the notes. See Plan of Distribution beginning on page PS-37 of the accompanying product supplement no. 159-A-I. |
The agent for this offering, JPMS, is an affiliate of ours. See Supplemental Plan of Distribution (Conflicts of Interest) in this pricing supplement. |
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
August 12, 2011
Additional Terms Specific to the Notes
You should read this pricing supplement together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 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. 159-A-I dated January 7, 2009. 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. 159-A-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.
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):
Product
supplement no. 159-A-I dated January 7, 2009:
http://www.sec.gov/Archives/edgar/data/19617/000089109209000073/e34043_424b2.pdf
Prospectus
supplement dated November 21, 2008:
http://www.sec.gov/Archives/edgar/data/19617/000089109208005661/e33600_424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, the Company, we, us or our refers to JPMorgan Chase & Co.
Selected Purchase Considerations
|
|
JPMorgan Structured Investments | PS-1 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
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 timing and character of income or loss (including whether the Put Premiums 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. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice. Non-U.S. Holders should also note that they may be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the tax consequences of an investment in the notes, including possible alternative characterizations, as well as the allocation of the purchase price of the notes among the Deposit and the Put Options.
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Stock. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 159-A-I dated January 7, 2009.
|
|
JPMorgan Structured Investments | PS-2 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
|
|
JPMorgan Structured Investments | PS-3 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
The Reference Stocks
Public Information
All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources and is provided for informational purposes only. Companies with securities registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided below and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete. See The Reference Stocks beginning on page PS-17 of the accompanying product supplement no. 159-A-I for more information.
Stock Weightings, Initial Share Prices, Protection Amounts and Physical Delivery Amounts
The table below sets forth the five issuers of the Reference Stocks, as well as the Stock Weighting and the ticker symbol for each Reference Stock and the U.S. exchange on which each Reference Stock is currently listed.
The table below also indicates the Initial Share Price, the Protection Amount and the Physical Delivery Amount for each Reference Stock, in each case subject to adjustments.
Ticker |
Issuer |
Exchange |
Stock |
Initial |
Protection |
Physical |
|
||||||
GTAT |
GT Advanced Technologies Inc. |
The NASDAQ |
20% |
$11.94 |
$2.388 |
16.7504 |
PCX |
Patriot Coal Corporation |
New
York |
20% |
$14.29 |
$2.858 |
13.9958 |
SPW |
SPX Corporation |
NYSE |
20% |
$56.50 |
$11.30 |
3.5398 |
ROC |
Rockwood Holdings, Inc. |
NYSE |
20% |
$50.97 |
$10.194 |
3.9239 |
KEG |
Key Energy Services, Inc. |
NYSE |
20% |
$15.86 |
$3.172 |
12.6103 |
|
|
JPMorgan Structured Investments | PS-4 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
GT Advanced Technologies Inc. (GT Advanced Technologies)
According to its publicly available filings with the SEC, GT Advanced Technologies, formerly known as GT Solar International, Inc., is a global provider of polysilicon production technology and multicrystalline ingot growth systems and related photovoltaic manufacturing services for the solar industry, and sapphire growth systems and material for the light-energy diode (LED) and other specialty markets. The common stock of GT Advanced Technologies, par value $0.01 per share is listed on The NASDAQ Stock Market, which we refer to as the Relevant Exchange for purposes of GT Advanced Technologies in the accompanying product supplement no. 159-A-I. GT Advanced Technologies SEC file number is 001-34133.
Historical Information of the Common Stock of GT Advanced Technologies
The following graph sets forth the historical performance of the common stock of GT Advanced Technologies based on the weekly closing price (in U.S. dollars) of the common stock of GT Advanced Technologies from July 25, 2008 through August 20, 2011. The closing price of the common stock of GT Advanced Technologies on August 12, 2011 was $11.94. The common stock of GT Advanced Technologies began trading on The NASDAQ Stock Market on July 24, 2008. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
Since the commencement of trading of the common stock of GT Advanced Technologies, the price of the common stock of GT Advanced Technologies has experienced significant fluctuations. The historical performance of the common stock of GT Advanced Technologies should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of GT Advanced Technologies during the term of the notes. We cannot give you assurance that the performance of the common stock of GT Advanced Technologies will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that GT Advanced Technologies will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of GT Advanced Technologies.
|
|
JPMorgan Structured Investments | PS-5 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
Patriot Coal Corporation (Patriot Coal)
According to its publicly available filings with the SEC, Patriot Coal is a producer of thermal coal in the eastern United States, with operations and coal reserves in Appalachia and the Illinois Basin coal region. Patriot Coal is also a producer of metallurgical quality coal. The common stock of Patriot Coal, par value $0.01 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Patriot Coal in the accompanying product supplement no. 159-A-I. Patriot Coals SEC file number is 001-33466.
Historical Information of the Common Stock of Patriot Coal
The following graph sets forth the historical performance of the common stock of Patriot Coal based on the weekly closing price (in U.S. dollars) of the common stock of Patriot Coal from November 2, 2007 through August 12, 2011. The closing price of the common stock of Patriot Coal on August 12, 2011 was $14.29. The common stock of Patriot Coal began trading on the New York Stock Exchange on November 1, 2007. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
Since the commencement of trading of the common stock of Patriot Coal, the price of the common stock of Patriot Coal has experienced significant fluctuations. The historical performance of the common stock of Patriot Coal should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Patriot Coal during the term of the notes. We cannot give you assurance that the performance of the common stock of Patriot Coal will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Patriot Coal will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Patriot Coal.
|
|
JPMorgan Structured Investments | PS-6 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
SPX Corporation (SPX)
According to its publicly available filings with the SEC, SPX is an international manufacturer of specialized engineering solutions, including infrastructure, process equipment and diagnostic tools, for the electricity, processed food and beverages, and vehicle service markets. The common stock of SPX, par value $10.00 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of SPX in the accompanying product supplement no. 159-A-I. SPXs SEC file number is 001-06948.
Historical Information of the Common Stock of SPX
The following graph sets forth the historical performance of the common stock of SPX based on the weekly closing price (in U.S. dollars) of the common stock of SPX from January 6, 2006 through August 12, 2011. The closing price of the common stock of SPX on August 12, 2011 was $56.50. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
Since the commencement of trading of the common stock of SPX, the price of the common stock of SPX has experienced significant fluctuations. The historical performance of the common stock of SPX should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of SPX during the term of the notes. We cannot give you assurance that the performance of the common stock of SPX will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that SPX will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of SPX.
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|
JPMorgan Structured Investments | PS-7 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
Rockwood Holdings, Inc. (Rockwood Holdings)
According to its publicly available filings with the SEC, Rockwood Holdings is a global developer, manufacturer and marketer of high value-added specialty chemicals and advanced materials used for industrial and commercial purposes. The common stock of Rockwood Holdings, par value $0.01 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Rockwood Holdings in the accompanying product supplement no. 159-A-I. Rockwood Holdings SEC file number is 001-32609.
Historical Information of the Common Stock of Rockwood Holdings
The following graph sets forth the historical performance of the common stock of Rockwood Holdings based on the weekly closing price (in U.S. dollars) of the common stock of Rockwood Holdings from January 6, 2006 through August 12, 2011. The closing price of the common stock of Rockwood Holdings on August 12, 2011 was $50.97. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
Since the commencement of trading of the common stock of Rockwood Holdings, the price of the common stock of Rockwood Holdings has experienced significant fluctuations. The historical performance of the common stock of Rockwood Holdings should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Rockwood Holdings during the term of the notes. We cannot give you assurance that the performance of the common stock of Rockwood Holdings will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Rockwood Holdings will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Rockwood Holdings.
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|
JPMorgan Structured Investments | PS-8 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
Key Energy Services, Inc. (Key Energy)
According to its publicly available filings with the SEC, Key Energy is a well servicing contractor to major oil companies, foreign national oil companies and independent oil and natural gas production companies. The common stock of Key Energy, par value $0.10 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Key Energy in the accompanying product supplement no. 159-A-I. Key Energy SEC file number is 001-08038.
Historical Information of the Common Stock of Key Energy
The following graph sets forth the historical performance of the common stock of Key Energy based on the weekly closing price (in U.S. dollars) of the common stock of Key Energy from October 5, 2007 through August 12, 2011. The closing price of the common stock of Key Energy on August 12, 2011 was $15.86. The common stock of Key Energy resumed trading on the New York Stock Exchange on October 3, 2007 after being delisted on May 5, 2005. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
Since the commencement of trading of the common stock of Key Energy, the price of the common stock of Key Energy has experienced significant fluctuations. The historical performance of the common stock of Key Energy should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Key Energy during the term of the notes. We cannot give you assurance that the performance of the common stock of Key Energy will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Key Energy will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Key Energy.
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|
JPMorgan Structured Investments | PS-9 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
Examples of Hypothetical Payment at Maturity Attributable to a Hypothetical Reference Stock for Each $1,000 Principal Amount Note
The following table illustrates hypothetical payments at maturity attributable to a hypothetical Reference Stock on a $1,000 investment in the notes, based on a range of lowest closing prices during the Monitoring Period as set forth in the column titled Hypothetical lowest closing price during the Monitoring Period and on a range of hypothetical Final Share Prices for the hypothetical Reference Stock as set forth in the column titled Hypothetical Final Share Price. The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity attributable to the hypothetical Reference Stock, we have also assumed the following:
the Initial Share Price: $100.00 |
the Protection Amount (in U.S. dollars): $20.00 |
the Interest Rate: 7.0375% (equivalent to 28.15% per annum) |
the Protection Amount: 20.00% |
Hypothetical
lowest |
Hypothetical |
Hypothetical |
Hypothetical
Final |
Payment at
Maturity |
Total Value of |
$100.00 |
100% |
$200.00 |
200% |
$200.00 |
$200.00 |
$50.00 |
50% |
$105.00 |
105% |
$200.00 |
$200.00 |
$100.00 |
100% |
$100.00 |
100% |
$200.00 |
$200.00 |
$80.00 |
80% |
$80.00 |
80% |
$200.00 |
$200.00 |
$50.00 |
50% |
$95.00 |
95% |
2 shares of the |
$190.00 |
$50.00 |
50% |
$50.00 |
50% |
2 shares of the |
$100.00 |
$25.00 |
25% |
$25.00 |
25% |
2 shares of the |
$50.00 |
$0.00 |
0% |
$0.00 |
0% |
2 shares of the |
$0.00 |
** Note that you will receive at maturity, any accrued and unpaid interest in cash, in addition to either shares of the hypothetical Reference Stock (or, at our election, the Cash Value thereof) or $200 in cash. Also note that if you receive the Physical Delivery Amount for such hypothetical Reference Stock, the total value of payment received at maturity attributable to such hypothetical Reference Stock shown in the table above includes the value of any fractional shares, which will be paid in cash.
The following examples illustrate how the total value of payments received at maturity attributable to the hypothetical Reference Stock set forth in the table above are calculated.
Example 1: The lowest closing price of the hypothetical Reference Stock during the Monitoring Period was $80.00 and the Final Share Price is $80.00. Because the closing price of the Reference Stock was not less than the Protection Amount on any day during the Monitoring Period, you will receive a payment at maturity attributable to the hypothetical Reference Stock of $200.00 per $1,000 principal amount note, even though the Final Share Price of $80.00 is less than the Initial Share Price of $100.00.
Example 2: The lowest closing price of the hypothetical Reference Stock during the Monitoring Period was $50.00 and the Final Share Price is $105.00. Even though the closing price of the Reference Stock was less than the Protection Amount on at least one day during the Monitoring Period, because the Final Share Price of $105.00 is not less than the Initial Share Price of $100.00, you will receive a payment at maturity attributable to the hypothetical Reference Stock of $200.00 per $1,000 principal amount note.
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|
JPMorgan Structured Investments | PS-10 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
Example 3: The lowest closing price of the hypothetical Reference Stock during the Monitoring Period was $50.00 and the Final Share Price is $95.00. Because the closing price of the Reference Stock was less than the Protection Amount on at least one day during the Monitoring Period and the Final Share Price of $95.00 is less than the Initial Share Price of $100.00, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $95.00, the total value of your payment at maturity attributable to the hypothetical Reference Stock, whether in cash or shares of the Reference Stock, is $190.00 per $1,000 principal amount note.
Example 4: The closing price of the hypothetical Reference Stock was note less than, as compared with the Initial Share Price by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $50.00, a decline of more than the Protection Amount.
Because the closing price of the Reference Stock was less than the Protection Amount on at least one day during the Monitoring Period (the Observation Date) and the Final Share Price of $50.00 is less than the Initial Share Price of $100.00, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $50.00, the total value of your payment at maturity attributable to the hypothetical Reference Stock, whether in cash or shares of the Reference Stock, is $100.00 per $1,000 principal amount note.
Because the closing price of each actual Reference Stock may be subject to significant fluctuations over the term of the notes, it is not possible to present a chart or table illustrating the complete range of possible payouts at maturity with respect to each actual Reference Stock. The table and examples of hypothetical calculations of payment at maturity with respect to a hypothetical Reference Stock above are intended to illustrate how the amount payable at maturity with respect to a Reference Stock will depend on whether the closing price of the applicable Reference Stock is less than its Initial Share Price by more than its Protection Amount on any day during the Monitoring Period and or how much the Final Share Price of the applicable Reference Stock is less than its Initial Share Price. The table and examples above are not intended to be representative of the actual payments that you may receive on an investment in the notes with respect to a particular Reference Stock. Your actual payment at maturity with respect to a particular Reference Stock, whether in the form of a cash payment equal to $1,000 × the applicable Stock Weighting (or $200) or a number of shares of the applicable Reference Stock, or the Cash Value thereof, may differ materially from the hypothetical payments set forth above, depending on the actual Initial Share Price, Final Share Price and Protection Amount for the applicable Reference Stock.
Regardless of the performance of the Reference Stocks or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of $70.375 over the term of the notes.
The hypothetical payouts on the notes available on a hypothetical Reference Stock shown on the previous page and above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payouts shown above would likely be lower.
Supplemental Plan of Distribution (Conflicts of Interest)
We own, directly or indirectly, all of the outstanding equity securities of JPMS, the agent for this offering. The net proceeds received from the sale of the notes will be used, in part, by JPMS or one of its affiliates in connection with hedging our obligation under the notes. In accordance with FINRA Rule 5121, JPMS may not make sales in this offering to any of its discretionary accounts without the prior written approval of the investor.
Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this pricing supplement have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustees authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated March 23, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by us on March 23, 2011.
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|
JPMorgan Structured Investments | PS-11 |
Reverse Exchangeable Notes Linked to Five Equally Weighted Reference Stocks |
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