FWP 1 dp30613_fwp-qrn.htm FORM FWP
 
 
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-177923
Dated May 14, 2012
 
 


This slide is not for distribution in isolation and must be viewed in
conjunction with the accompanying term sheet, product supplement, underlying
supplement, prospectus supplement and prospectus, which further describe the
terms, conditions and risks associated with the notes.

JPMorgan Quarterly Review Notes ("QRN") Linked to the SandP 500([R]) Index due
June 5, 2013

The notes are designed for investors who seek early exit (subject to automatic
call) at a premium if, on any one of four quarterly review dates, the SandP
500([R]) Index is at or above its level on the pricing date.

Trade Details/Characteristics
======================================================================================================
Index                  SandP 500([R]) Index ("SPX")
Call Level             100% of the Initial Index Level for each Review Date
Automatic Call         If Index closing level is greater than or equal to the Call Level on any Review
                       Date
Payment if Called      At least 3.00% x $1,000 if automatically called on the first Review Date
                       At least 6.00% x $1,000 if automatically called on the second Review Date
                       At least 9.00% x $1,000 if automatically called on the third Review Date
                       At least 12.00% x $1,000 if automatically called on the final Review Date
                       (in each case, to be determined on the pricing date)
Buffer Amount          10%
Review Dates           Quarterly, as specified in the accompanying term sheet
Index Return           (Ending Index Level - Initial Index Level) / Initial Index Level
Maximum potential gain 12.00%
Maximum potential loss 100.00%
Maturity               Approximately 12 months
Settlement             Cash
Payment at Maturity    [] Not automatically called and the Ending Index Level is less than the Initial
                       Index Level by up to 10%: receive full repayment of principal at maturity
                       [] Not automatically called and the Ending Index Level is less than the Initial
                       Index Level by more than 10%: loss of 1.1111% of the principal amount of
                       notes for every 1% that the Ending Index Level is less than the Initial Index
                       Level by more than 10%. Payment at maturity per $1,000 principal amount note
                       is then:
                       $1,000 + [$1,000 [] (Index Return + 10%) [] 1.1111]


Hypothetical Return for Review Note
====================================================== ========================== ============================
   1st Review Date          2nd Review Date             3rd Review Date           Final Review Date
--------------------------- -------------------------- -------------------------- ----------------------------
  If Index closing level is If Index closing level is  If Index closing level is   If Index closing level is
  greater than or equal to  greater than or equal to   greater than or equal to   greater than or equal to the
 the Call Level,the note is the Call Level,the note is the Call Level,the note is  Call Level,the note is
  called and the investor   called and the investor    called and the investor     called and the investor
  receives full repayment   receives full repayment    receives full repayment    receives full repaymentof
  of principal and the call of principal and the call  of principal and the call   principal and the call
 premium,expressed as a     premium, expressed as a    premium, expressed as a    premium,expressed asa
   percentage,below          percentage, below          percentage,below            percentage,below

[GRAPHIC OMITTED]

Risk Considerations
[] Your investment in the notes may result in a loss of some or all of your
principal.
[] Any payment on the notes is subject to the credit risk of JPMorgan Chase and
Co.  For information about recent events regarding this risk, please see
"Recent Developments" on page TS-1 of the term sheet applicable to this
offering.
[] JPMorgan Chase and Co.  and its affiliates play a variety of roles in
connection with the issuance of the notes, including acting as calculation
agent and hedging JPMorgan Chase and Co. 's obligations under the notes. Their
interests may be adverse to your interests.
[] The potential gain on the notes will be limited to the applicable call
premium, regardless of the appreciation in the Index.
[] If the notes are automatically called early, there is no guarantee that you
will be able to reinvest the proceeds at a comparable return for a similar
level of risk.
[] Certain built-in  costs are likely to adversely affect the value of the
notes prior to maturity.
[] You will not receive any interest payments and you will not have voting
rights or rights to receive dividends or other distributions or other rights
that holders of securities composing the Index would have.
[] Lack of liquidity -- 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
market, it may not provide enough liquidity to allow you to trade or sell the
notes easily.
[] Many economic factors, such as Index volatility, time to maturity, interest
rates and creditworthiness of the issuer, will impact the value of the notes
prior to maturity.

Hypothetical Payout at Maturity

 Index Return on    Total Return if called following Review Dates or at maturity:
   Review Date   First     Second      Third       Final
     70.00%      3.00%     6.00%       9.00%      12.00%
     50.00%      3.00%     6.00%       9.00%      12.00%
     30.00%      3.00%     6.00%       9.00%      12.00%
     20.00%      3.00%     6.00%       9.00%      12.00%
     10.00%      3.00%     6.00%       9.00%      12.00%
     0.00%       3.00%     6.00%       9.00%      12.00%
    -10.00%       N/A       N/A         N/A        0.00%
    -20.00%       N/A       N/A         N/A       -11.11%
    -30.00%       N/A       N/A         N/A       -22.22%
    -40.00%       N/A       N/A         N/A       -33.33%
    -60.00%       N/A       N/A         N/A       -55.56%
    -80.00%       N/A       N/A         N/A       -77.78%
    -100.00%      N/A       N/A         N/A       -100.00%

SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration
statement and the other documents relating to this offering that JPMorgan Chase
and Co. has filed with the SEC for more complete information about JPMorgan Chase
and Co. and this offering. You may get these documents without cost by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase and Co.,
any agent or any dealer participating in the this offering will arrange to send
you the prospectus and the prospectus supplement as well as any relevant
product supplement and underlying supplement and term sheet if you so request
by calling toll-free 866-535-9248.

IRS Circular 230 Disclosure: JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, any discussion of U.S. tax matters contained
herein (including any attachments) is not intended or written to be used, and
cannot be used, in connection with the promotion, marketing or recommendation
by anyone unaffiliated with JPMorgan Chase and Co. of any of the matters address
herein or for the purpose of avoiding U.S. tax-related penalties.
Investment suitability must be determined individually for each investor, and
the financial instruments described herein may not be suitable for all
investors. The products described herein should generally be held to maturity
as early unwinds could result in lower than anticipated returns. This
information is not intended to provide and should not be relied upon as
providing accounting, legal, regulatory or tax advice. Investors should consult
with their own advisors as to these matters.

This material is not a product of J.P. Morgan Research Departments. J.P. Morgan
is the marketing name for JPMorgan Chase and Co. and its subsidiaries and
affiliates worldwide. J.P. Morgan Securities LLC. is a member of FINRA, NYSE
and SIPC. Clients should contact their salespersons at, and execute
transactions through, a J.P. Morgan entity qualified in their home jurisdiction
unless governing law permits otherwise.

Filed pursuant to Rule 433
Registration Statement No. 333-177923
Dated: May 14, 2012


 
 
 

 
 
 



Risk Considerations

The risk considerations identified below are not exhaustive. Please see the
accompanying term sheet, product supplement and underlying supplement for a more
detailed discussion of risks, conflicts of interest and tax consequences
associated with an investment in the notes.

YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS OF SOME OR ALL OF YOUR
PRINCIPAL -- The notes do not guarantee any return of principal. If the notes
are not automatically called, the return on the notes at maturity is linked to
the performance of the Index and will depend on the extent to which the Index
Return is negative. If the notes are not automatically called, for every 1% that
the Ending Index Level is less than the Initial Index Level by more than 10%,
you will lose an amount equal to 1.1111% of the principal amount of your notes.
Accordingly, you could lose some or all of your initial investment at maturity.

ISSUER CREDIT RISK -- The notes are subject to the credit risk of JPMorgan Chase
and Co. and its credit ratings and credit spreads may adversely affect the
market value of the notes. Investors are dependent on JPMorgan Chase and Co.'s
ability to pay all amounts due on the notes, and therefore investors are subject
to JPMorgan Chase and Co's credit risk and to changes in the market's view of
its creditworthiness. If JPMorgan Chase and Co. were to default on its payment
obligations, you may not receive any amounts owed to you under the notes and you
could lose your entire investment.

POTENTIAL CONFLICTS -- JPMorgan Chase and Co. and its affiliates may play a
variety of roles in connection with the issuance of the notes, including acting
as calculation agent and hedging our obligations under the notes. In performing
these duties, the economic interests of JPMorgan Chase and Co. and the
calculation agent and other affiliates of JPMorgan Chase and Co. are potentially
adverse to your interests as an investor in the notes. It is possible that these
hedging activities or other trading activities of JPMorgan Chase and Co. or its
affiliates could result in substantial returns for JPMorgan Chase and Co. or its
affiliates while the value of the notes declines.

LIMITED RETURN ON THE NOTES -- Your potential gain on the notes will be limited
to the call premium applicable to the Review Dates, regardless of the
appreciation in the Index, which may be significant. You may receive a lower
payment if automatically called or at maturity, as the case may be, than you
would have if you had invested directly in the Index.

REINVESTMENT RISK -- If your notes are automatically called early, the term of
the notes may be reduced to as short as three months. There is no guarantee that
you would be able to reinvest the proceeds from an investment in the notes at a
comparable return for a similar level of risk in the event the notes are
automatically called prior to the maturity date.

CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES
PRIOR TO MATURITY -- While the payment upon an automatic call or at maturity of
the notes would be based on the full principal amount of the notes, the original
issue price of the notes includes an agent's commission and the cost of hedging
JPMorgan Chase and Co's obligations under the notes. As a result, the price, if
any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, will be
willing to purchase such notes from you in secondary market transactions, if at
all, will likely be lower than the original issue price and any sale prior to
the maturity date could result in a substantial loss to you. The notes will not
be designed to be short-term trading instruments. YOU SHOULD BE WILLING TO HOLD
ANY NOTES UNTIL MATURITY.

NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS -- As a holder of the notes,
you will not receive any interest payments and you will not have voting rights
or rights to receive cash dividends or other distributions or other rights that
holders of securities composing the Index would have.

LACK OF LIQUIDITY -- The notes described above 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
market, it may not provide enough liquidity to allow you to trade or sell the
notes easily. Because other dealers are not likely to make a secondary market
for the notes, the price 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 such notes.

MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES -- In
addition to the level of the Index on any day, the value of any notes will be
affected by a number of economic and market factors that may either offset or
magnify each other, including: the actual and expected volatility of the Index;
the time to maturity of the notes; the dividend rate on the equity securities
underlying the Index; interest and yield rates in the market generally; a
variety of economic, financial, political, regulatory and judicial events; and
the creditworthiness of JPMorgan Chase and Co.

The notes are not bank deposits and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.

Calculations and determinations will be made in the sole discretion of JPMS, as
calculation agent, and may be potentially adverse to your interests as an
investor in the notes.