FWP 1 dp52552_fwp-rtyeem.htm FORM FWP
 
 
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-199966
Dated January 12, 2015




North America Structured Investments

15m Auto Callable Contingent Interest Notes Linked to RTY/EEM


Overview
May be appropriate for investors who seek a Contingent Interest Payment with
respect to each Review Date for which the Index closing level or closing price,
as applicable, of each of the Russell 2000[R] Index and the iShares[R] MSCI
Emerging Markets ETF is greater than or equal to 70% of its Initial Underlying
Value, which we refer to as an Interest Barrier.
The notes will be automatically called if the Underlying closing level of each
Underlying on any Review Date (other than the final Review Date) is greater
than or equal to its Initial Underlying Level.
You may lose some or all of your principal at maturity and may not receive any
contingent interest payments. Any payment on the notes is subject to the credit
risk of JPMorgan Chase and Co.

Summary of Terms
Issuer: JPMorgan Chase and Co.
Minimum Denomination: $1,000.00
Underlyings: Russell 2000[R] Index and iShares MSCI Emerging Markets ETF
Pricing Date: January 27, 2015
Final Review Date: April 27, 2016 Maturity Date: May 02, 2016
Monitoring Period: The period from, but excluding, the Pricing Date to and
including the final Review Date
Review Dates: April 27, 2015, July 27, 2015, October 27, 2015, January 27,
2016, April 27, 2016 (the "Final Review Date")
Contingent Interest Rate: [7.50%-9.50%]*     per annum, paid quarterly at a
rate of between 1.875%  and 2.375%*  quarterly, if applicable Interest
Barrier/Trigger Level: With respect to each Underlying, an amount that
represents 70% of its Initial Underlying Level.
Trigger Event  A Trigger Event occurs if, on any day during the Monitoring
Period, the Underlying closing level of either Underlying is less than its
Trigger Level.
CUSIP:  48127D4W5
Preliminary Term sheet:  http://sp. jpmorgan.
com/document/cusip/48127D4W5/doctype/Product_Termsheet/document.  pdf
For more information about the estimated value of the notes, which likely will
be lower than the price you paid for the notes, please see the Hyperlink above.


Automatic Call
If on any Review Date the closing level or closing price, as applicable, of
each Underlying is greater than or equal to its level or price on the Pricing
Date, the Notes will be automatically called and you will receive a cash
payment for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the
contingent interest payment applicable to that Review Date.

Payment at Maturity
If the notes have not been automatically called and (i) the Ending Underlying
Value of each Underlying is greater than or equal to its Initial Underlying
Value or (ii) a Trigger Event has not occurred, you will receive a cash payment
at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus
(b) the Contingent Interest Payment applicable to the final Review Date.

If the notes have not been automatically called and (i) the Ending Underlying
Value of either Underlying is less than its Initial Underlying Value and (ii) a
Trigger Event has occurred, at maturity you will lose 1% of the principal
amount of your notes for every 1% that the Ending Underlying Value of the
Lesser Performing Underlying is less than its Initial Underlying Value, subject
to any Contingent Interest Payment payable at maturity. Under these
circumstances, your payment at maturity per $1,000 principal amount note, in
addition to any Contingent Interest Payment, will be calculated as follows:
$1,000 + ($1,000 [] Lesser Performing Underlying Return) Capitalized terms used
but not defined herein shall have the meanings set forth in the preliminary
term sheet.


Hypothetical Returns**
                   Payment at Maturity
                    (7.50% per annum     Payment at
                   Contingent Interest     Maturity
                         Rate)
------------------ ------------------- ------------------
  Least Performing  If a Trigger Event If a Trigger Event
 Underlying Return Has Not Occurred     Has Occurred
------------------ ------------------- ------------------
      60.00%           $1,018.75          $1,018.75
------------------ ------------------- ------------------
      40.00%           $1,018.75          $1,018.75
------------------ ------------------- ------------------
      20.00%           $1,018.75          $1,018.75
------------------ ------------------- ------------------
      5.00%            $1,018.75          $1,018.75
------------------ ------------------- ------------------
      0.00%            $1,018.75          $1,018.75
------------------ ------------------- ------------------
      -5.00%           $1,018.75           $968.75
------------------ ------------------- ------------------
      -20.00%          $1,018.75           $818.75
------------------ ------------------- ------------------
      -30.00%          $1,018.75           $718.75
------------------ ------------------- ------------------
      -30.01%             N/A              $699.90
------------------ ------------------- ------------------
      -60.00%             N/A              $400.00
------------------ ------------------- ------------------
      -80.00%             N/A              $200.00


This table does not demonstrate how your coupon payments can vary over the term
of your securities.
Contingent Interest
*If the notes have not been automatically called and the closing level or
closing price, as applicable, of each Underlying on any Review Date is greater
than or equal to its Interest Barrier, you will receive on the applicable
Interest Payment Date for each $1,000 principal amount note a Contingent
Interest Payment equal to between $18.75 and $23.75 (equivalent to an interest
rate of between 7.50% and 9.50% per annum, payable at a rate of between 1.875%
and 2.375% per quarter).
**The hypothetical returns and hypothetical interest payments on the notes
shown above apply only if you hold the notes for their entire term or until
automatically called. These hypotheticals 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 returns and hypothetical interest
payments shown above would likely be lower.

J.P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com


 
 
 

 
 
 




North America Structured Investments

15m Auto Callable Contingent Interest Notes Linked to RTY/EEM


Selected Benefits Selected Risks (continued)
[] Potential early exit as a result of the automatic call feature.  [] JPMS'
estimated value does not represent future values and may differ from others'
estimates.
[] Quarterly contingent interest payments of between 7.50%  and 9.50%  per
annum.  [] The notes' value which may be reflected in customer account
statements may be higher than Selected Risks JPMS' then current estimated
value.
[] JPMS' estimated value is not determined by reference to our credit spreads
for our conventional
[] Your investment in the notes may result in a loss.  The Notes do not
guarantee any return of fixed rate debt.  principal.
[] Lack of liquidity: JPMorgan Securities, LLC, acting as agent for the Issuer
(and who we refer to as
[] The notes do not guarantee the payment of interest and may not pay interest
at all.
JPMS), intends to offer to purchase the notes in the secondary market but is
not required to do so.
[] Any payment on the notes is subject to our credit risk.  Therefore the value
of the notes prior to

                  The price, if any, at which JPMS will be willing to purchase
notes from you in the secondary market, maturity are subject to changes in the
market's view of our creditworthiness.  if at all, may result in a significant
loss of your principal.
[] You are exposed to the risks of the decline in value of each Underlying.
[] Potential conflicts: we and our affiliates play a variety of roles in
connection with the issuance of
[] Your payment at maturity may be determined by the lesser performing
Underlying.  notes, including acting as calculation agent, hedging our
obligations under the notes and making the
[] Return is limited to the principal amount plus accrued interest regardless
of any appreciation of assumptions to determine the pricing of the notes and
the estimated value of the notes when the the Underlyings, which may be
significant.  terms of the notes are set.  It is possible that such hedging or
other trading activities of JPMorgan or
[] If the notes have not been automatically called and a Trigger Event has
occurred, you will lose 1% its affiliates could result in substantial returns
for JPMorgan and its affiliates while the value of the of your principal for
every 1% the final level of the lesser performing Underlying is less than its
notes decline.
Initial Level.
[] The tax consequences of the notes may be uncertain.  You should consult your
tax adviser
[] The benefit provided by the Trigger Level may terminate on any day during
the Monitoring Period.  regarding the U. S.  federal income tax consequences of
an investment in the notes.
[] The automatic call feature may force a potential early exit.  There is no
guarantee you will be able to reinvest the proceeds at a comparable interest
rate for a similar level of risk.
The risks identified above are not exhaustive.  Please see "Risk Factors" in
the applicable product
[] No dividend payments, voting rights, or ownership rights with the equity
securities included in supplement and "Selected Risk Considerations" to the
applicable term sheet for additional information.  each Underlying.
[] You are exposed to the risks associated with small capitalization companies.

[] You are subject to ETF risks, the risks of equity securities issued by
non-U.   S.  companies, emerging markets risk and foreign currency exchange
risk with respect to the Fund.
[] The anti-dilution  protection for the Fund is limited.

Disclaimer
SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a prospectus) with the SEC for any offering 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 product
supplement and term sheet if you so request by calling toll-free
1-866-535-9248.

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. 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 Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com