FWP 1 dp52554_fwp-spxrty.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 SPX/RTY

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 SandP 500 Index and the Russell 2000[R] Index 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 :             SandP 500 Index and Russell 2000 Index
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:                    48127D4V7
Preliminary Term sheet:   http://sp.jpmorgan.com/document/cusip/48127D4V7/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 x
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 SPX/RTY

Selected Benefits
[] Potential early exit as a result of the automatic call feature.
[] Quarterly contingent interest payments of between 7.50% and 9.50% per annum.

Selected Risks
[] Your investment in the notes may result in a loss. The Notes do not
guarantee any return of principal.
[] The notes do not guarantee the payment of interest and may not pay interest
at all.
[] Any payment on the notes is subject to our credit risk. Therefore the value
of the notes prior to maturity are subject to changes in the market's view of
our creditworthiness.
[] You are exposed to the risks of the decline in value of each Underlying.
[] Your payment at maturity may be determined by the lesser performing
Underlying.
[] Return is limited to the principal amount plus accrued interest regardless
of any appreciation of the Underlyings, which may be significant.
[] If the notes have not been automatically called and a Trigger Event has
occurred, you will lose 1% of your principal for every 1% the final level of
the lesser performing Underlying is less than its Initial Level.
[] The benefit provided by the Trigger Level may terminate on any day during
the Monitoring Period.
[] 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.
[] No dividend payments, voting rights, or ownership rights with the equity
securities included in each Underlying.
[] You are exposed to the risks associated with small capitalization companies.


Selected Risks (continued)
[] JPMS' estimated value does not represent future values and may differ from
others' estimates.
[] The notes' value which may be reflected in customer account statements may
be higher than JPMS' then current estimated value.
[] JPMS' estimated value is not determined by reference to our credit spreads
for our conventional fixed rate debt.
[] Lack of liquidity: JPMorgan Securities, LLC, acting as agent for the Issuer
(and who we refer to as JPMS), intends to offer to purchase the notes in the
secondary market but is not required to do so. The price, if any, at which JPMS
will be willing to purchase notes from you in the secondary market, if at all,
may result in a significant loss of your principal.
[] Potential conflicts: we and our affiliates play a variety of roles in
connection with the issuance of notes, including acting as calculation agent,
hedging our obligations under the notes and making the assumptions to determine
the pricing of the notes and the estimated value of the notes when the terms of
the notes are set. It is possible that such hedging or other trading activities
of JPMorgan or its affiliates could result in substantial returns for JPMorgan
and its affiliates while the value of the notes decline.
[] The tax consequences of the notes may be uncertain. You should consult your
tax adviser regarding the U.S. federal income tax consequences of an investment
in the notes.

[] The risks identified above are not exhaustive. Please see "Risk Factors" in
the applicable product supplement and "Selected Risk Considerations" to the
applicable term sheet for additional information.

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