FWP 1 e67477fwp.htm PRICING SHEET

December 2015

Pricing Sheet dated December 21, 2015 relating to

Preliminary Terms No. 527 dated December 16, 2015

Registration Statement No. 333-199966

Filed pursuant to Rule 433

Structured Investments

Opportunities in U.S. and International Equities

Contingent Income Callable Securities due December 28, 2017

All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50® Index, the S&P 500® Index and the Russell 2000® Index
Principal at Risk Securities

PRICING TERMS — December 21, 2015
Issuer: JPMorgan Chase & Co.
Underlying indices: EURO STOXX 50® Index (the “SX5E Index”), S&P 500® Index (the “SPX Index”) and Russell 2000® Index (the “RTY Index”) (each an “underlying index”)
Aggregate principal amount: $8,185,000
Optional early redemption: We, at our discretion, may redeem the securities early, in whole but not in part, on any of the contingent payment dates (other than the final contingent payment date) for the early redemption payment.  If we intend to redeem your securities early, we will deliver notice to The Depository Trust Company, or DTC, at least three business days before the applicable contingent payment date.  Any early redemption of the securities will be at our discretion and will not automatically occur based on the performance of the underlying indices.  No further payments will be made on the securities once they have been redeemed.
Early redemption payment: The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) any contingent quarterly payment with respect to the related determination date.
Contingent quarterly payment:

·  If, on any determination date, the closing level of each underlying index is greater than or equal to its downside threshold level, we will pay a contingent quarterly payment of $30.375 (3.0375% of the stated principal amount) per security on the related contingent payment date.

·  If, on any determination date, the closing level of any underlying index is less than its downside threshold level, no contingent quarterly payment will be payable with respect to that determination date. It is possible that one or more of the underlying indices will be below their respective downside threshold levels on most or all of the determination dates so that you will receive few or no contingent quarterly payments.

Payment at maturity: ·  If the final index value of each underlying index is greater than or equal to its downside threshold level: (i) the stated principal amount plus (ii) the contingent quarterly payment with respect to the final determination date
  ·  If the final index value of any underlying index is less than its downside threshold level: (i) the stated principal amount times (ii) the index performance factor of the worst performing underlying index.  This cash payment will be less than 75% of the stated principal amount of the securities and could be zero.
Downside threshold level:

With respect to the SX5E Index: 2,409.7575, which is equal to 75% of its initial index value

With respect to the SPX Index: 1,504.1625, which is equal to 75% of its initial index value
With respect to the RTY Index: 840.765, which is equal to 75% of its initial index value

Stated principal amount: $1,000 per security
Issue price: $1,000 per security (see “Commissions and issue price” below)
Pricing date: December 18, 2015
Original issue date (settlement date): December 23 , 2015
Maturity date: December 28, 2017, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement no. 4a-I
  Terms continued on the following page
Agent: J.P. Morgan Securities LLC (“JPMS”)
Commissions and issue price:   Price to public(1) Fees and commissions Proceeds to issuer
Per security   $1,000.00 $15.00(2) $980.00
      $5.00(3)  
Total   $8,185,000.00 $163,700.00 $8,021,300.00
           
(1)See “Additional Information about the Securities — Supplemental use of proceeds and hedging” in the accompanying preliminary terms for information about the components of the price to public of the securities.
(2)JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions of $15.00 per $1,000 stated principal amount security it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”). See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-87 of the accompanying product supplement no. 4a-I.
(3)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5.00 for each $1,000 stated principal amount security

The estimated value of the securities on the pricing date as determined by JPMS was $968.20 per $1,000 stated principal amount security. See “Additional Information about the Securities — JPMS’s estimated value of the securities” in the accompanying preliminary terms for additional information.

The securities 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.

You should read this document together with the preliminary terms describing the offering and the related product supplement no. 4a-I, underlying supplement no. 1a-I, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Information about the Securities” in the accompanying preliminary terms.

Preliminary terms no. 527 dated December 16, 2015: http://www.sec.gov/Archives/edgar/data/19617/000114036115044808/formfwp.htm

Product supplement no. 4a-I dated November 7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008407/e61359_424b2.pdf

Underlying supplement no. 1a-I dated November 7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008410/e61337_424b2.pdf

Prospectus supplement and prospectus, each dated November 7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008397/e61348_424b2.pdf

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free (800) 869-3326.

 
 

Contingent Income Callable Securities due December 28, 2017

Based on the Worst Performing of the EURO STOXX 50® Index, the S&P 500® Index and the Russell 2000® Index
Principal at Risk Securities

 

Terms continued from previous page:
Initial index value:

With respect to the SX5E Index: 3,213.01, which is its closing level on December 21, 2015. The initial index value of the SX5E Index is not the closing level of the SX5E Index on the pricing date.

With respect to the SPX Index: 2,005.55, which is its closing level on the pricing date

With respect to the RTY Index: 1,121.020, which is its closing level on the pricing date

Final index value: With respect to each underlying index, the closing level on the final determination date
Worst performing underlying index: The underlying index with the worst index performance factor
Index performance factor: With respect to each underlying index, the final index value divided by the initial index value
Determination dates: March 21, 2016, June 21, 2016, September 21, 2016, December 21, 2016, March 21, 2017, June 21, 2017, September 21, 2017 and December 21, 2017, subject to postponement for non-trading days and certain market disruption events.
Contingent payment dates: 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.
CUSIP/ISIN: 48128GGG9 / US48128GGG91
Listing: The securities will not be listed on any securities exchange.

 

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