Amended and restated term sheet*
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 4-I dated November 14, 2011 and
underlying supplement no. 1-I dated November 14, 2011
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Amended and Restated Term Sheet to
Product Supplement No. 4-I
Registration Statement No. 333-177923
Dated May 22, 2013; Rule 433
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Structured
Investments
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$
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index due June 19, 2018
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·
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The notes are designed for investors who seek unleveraged exposure to the appreciation of the S&P 500® Index, up to the Maximum Return of 50.00% at maturity, and Contingent Interest Payments as described below. Investors should be willing to forgo fixed interest and dividend payments and, if the Ending Index Level is less than 75% of the Initial Index Level, which we refer to as the Trigger Level, be willing to lose some or all of their principal at maturity. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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We will make a Contingent Interest Payment with respect to each annual Review Date for which the Index closing level is greater than or equal to 100% of the Initial Index Level, which we refer to as the Interest Barrier. No Contingent Interest Payment will be made with respect to any Review Date for which the Index closing level is less than the Interest Barrier. As a result, you must be willing to accept the risk of not receiving any Contingent Interest Payment for extended periods of time or even throughout the entire term of the notes.
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing June 19, 2018†
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Minimum denominations of $1,000 and integral multiples thereof
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The notes are expected to price on or about June 14, 2013 and are expected to settle on or about June 19, 2013.
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Index:
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The S&P 500® Index (the “Index”)
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Contingent Interest Payments:
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If the Index closing level on any Review Date is greater than or equal to the Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $25.00* (equivalent to an interest rate of at least 2.50%* per annum).
If the Index closing level on any Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. No Contingent Interest Payment will be payable on the maturity date.
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Interest Rate:
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At least 2.50%* per annum, if applicable
*The actual Interest Rate will be provided in the pricing supplement and will not be less than 2.50% per annum.
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Interest Barrier:
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100% of the Initial Index Level
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Trigger Level:
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75% of the Initial Index Level
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Payment at Maturity:
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If the Ending Index Level is greater than the Initial Index Level, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return, subject to the Maximum Return. Accordingly, if the Ending Index Level is greater than the Initial Index Level, your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Index Return), subject to the Maximum Return
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If the Ending Index Level is greater than or equal to the Trigger Level, you will receive the principal amount of your notes at maturity.
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If the Ending Index Level is less than the Trigger Level , you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Index Return)
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If the Ending Index Level is less than the Trigger Level, you will lose more than 25% of your principal amount and may lose all of your principal amount at maturity.
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Maximum Return:
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50.00%, which entitles you to a maximum payment at maturity of $1,500 per $1,000 principal amount note
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Index Return:
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Ending Index Level – Initial Index Level
Initial Index Level
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Initial Index Level:
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The Index closing level on the pricing date
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Ending Index Level:
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The Index closing level on the Observation Date
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Review Dates†:
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June 16, 2014, June 15, 2015, June 14, 2016 and June 14, 2017
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Interest Payment Dates†:
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With respect to each Review Date, the third business day after that Review Date
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Observation Date†:
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June 14, 2018
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Maturity Date†:
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June 19, 2018
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CUSIP:
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48126DR50
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*
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This amended and restated term sheet amends and restates the term sheet related hereto dated May 2, 2013 to product supplement 4-I in its entirety (the term sheet is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109213004189/e53499fwp.htm)
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†
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Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” and “Description of Notes — Postponement of a Determination Date — A. Notes Linked to a Single Component” in the accompanying product supplement no. 4-I
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$
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$
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Total
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$
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$
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$
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(1)
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See “Supplemental Use of Proceeds” in this amended and restated term sheet for information about the components of the price to public of the notes.
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(2)
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J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $40.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-77 of the accompanying product supplement no. 4-I.
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May 22, 2013
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Product supplement no. 4-I dated November 14, 2011:
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·
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Underlying supplement no. 1-I dated November 14, 2011:
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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the “Description of Notes — Interest Payments” section in the accompanying product supplement no. 4-I is deemed deleted in its entirety. We will make Contingent Interest Payments, if any, as described under “Key Terms — Contingent Interest Payments” on the cover of this amended and restated term sheet. If payable, a Contingent Interest Payment will be made to the holders of record at the close of business on the business day immediately preceding the applicable Interest Payment Date; and
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the fourth paragraph of “General Terms of Notes — Payment upon an Event of Default” in the accompanying product supplement no. 4-I is deemed deleted in its entirety.
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JPMorgan Structured Investments —
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TS-1
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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·
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CAPPED, UNLEVERAGED APPRECIATION POTENTIAL — The notes provide the opportunity to earn an unleveraged return at maturity equal to the Index Return, up to the Maximum Return of 50.00%, for a maximum payment at maturity of $1,500 per $1,000 principal amount note. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
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LIMITED PROTECTION AGAINST LOSS — We will pay you your principal back at maturity if the Ending Index Level is greater than or equal to the Trigger Level. If the Ending Index Level is less than the Trigger Level, for every 1% that the Ending Index Level is less than the Initial Index Level, you will lose an amount equal to 1% of the principal amount of your notes. Accordingly, under these circumstances, you will lose more than 25% of your principal amount and may lose all of your principal amount at maturity.
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ANNUAL CONTINGENT INTEREST PAYMENTS — The notes offer the potential to earn a Contingent Interest Payment in connection with each annual Review Date of at least $25.00 per $1,000 principal amount note (equivalent to an interest rate of at least 2.50% per annum). The actual Interest Rate will be provided in the pricing supplement and will not be less than 2.50% per annum. If the Index closing level on any Review Date is greater than or equal to the Interest Barrier, you will receive a Contingent Interest Payment on the applicable Interest Payment Date. If the Index closing level on any Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. No Contingent Interest Payment will be payable on the maturity date. The yield on the notes may be less than the overall return you would receive from a conventional debt security that you could purchase with the same maturity as the notes. If payable, a Contingent Interest Payment will be made to the holders of record at the close of business on the business day immediately preceding the applicable Interest Payment Date.
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RETURN LINKED TO THE S&P 500® INDEX — The S&P 500® Index consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. For additional information about the S&P 500® Index, see the information set forth under “Equity Index Descriptions — The S&P 500® Index” in the accompanying underlying supplement no. 1-I.
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TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. Based on current market conditions, in the opinion of our special tax counsel, Davis Polk & Wardwell LLP, it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal income tax purposes. Except where otherwise indicated, the remainder of this discussion assumes that this treatment is respected.
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JPMorgan Structured Investments —
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TS-2
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal at maturity. The return on the notes at maturity is linked to the performance of the Index and will depend on whether, and the extent to which, the Index Return is positive or negative. If the Ending Index Level is less than the Trigger Level, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level. Accordingly, under these circumstances, you will lose more than 25% of your principal amount and may lose all of your principal amount at maturity.
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YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN PLUS ANY CONTINGENT INTEREST PAYMENTS — If the Ending Index Level is greater than the Initial Index Level, for each $1,000 principal amount note, you will receive at maturity $1,000 plus an additional return that will not exceed the Maximum Return of 50.00%, regardless of the appreciation in the Index, which may be significant. In addition, if the Index closing level on any Review Date is greater than or equal to the Interest Barrier, you will receive a Contingent Interest Payment that will be at least $25.00 per $1,000 principal amount note (equivalent to an interest rate of at least 2.50% per annum) on the applicable Interest Payment Date, regardless of any appreciation in the Index. The actual Interest Rate will be provided in the pricing supplement and will not be less than 2.50%.
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THE NOTES DO NOT PROVIDE FOR REGULAR INTEREST PAYMENTS AND MAY NOT PAY ANY INTEREST AT ALL — The terms of the notes differ from those of conventional debt securities in that, among other things, whether we pay interest is linked to the performance of the Index. We will make a Contingent Interest Payment with respect to a Review Date only if the Index closing level on that Review Date is greater than or equal to the Interest Barrier. If the Index closing level on that Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date, and the Contingent Interest Payment that would otherwise have been payable with respect to that Review Date will not be accrued and subsequently paid. In addition, no Contingent Interest Payment will be payable on the maturity date. Accordingly, if the Index closing level on each Review Date is less than the Interest Barrier, you will not receive any interest payments over the term of the notes.
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CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
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POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s estimated value. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to the Notes Generally” in the accompanying product supplement no. 4-I for additional information about these risks.
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THE BENEFIT PROVIDED BY THE TRIGGER LEVEL MAY TERMINATE ON THE FINAL REVIEW DATE — If the Ending Index Level is less than the Trigger Level, the benefit provided by the Trigger Level will terminate and you will be fully exposed to any depreciation of the Index. Because the Ending Index Level will be determined based on the Index closing level on a single day near the end of the term of the notes, the Index closing level at the maturity date or at other times during the term of the notes could be greater than or equal to the Trigger Level. This difference could be particularly large if there is a significant decrease in the Index closing level during the later portion of the term of the notes or if there is significant volatility in the Index closing level during the term of the notes, especially on dates near the Observation Date.
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JPMS’S ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only an estimate using several factors. The original issue price of the notes will exceed JPMS’s estimated value because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “JPMS’s Estimated Value of the Notes” in this amended and restated term sheet.
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JPMorgan Structured Investments —
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TS-3
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that are greater than or less than JPMS’s estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market transactions. See “JPMS’s Estimated Value of the Notes” in this amended and restated term sheet.
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JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes” in this amended and restated term sheet.
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THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our secondary market credit spreads for structured debt issuances. See “Secondary Market Prices of the Notes” in this amended and restated term sheet for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
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SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our secondary market credit spreads for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could result in a substantial loss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary market prices of the notes.
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SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the level of the Index, including:
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any actual or potential change in our creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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secondary market credit spreads for structured debt issuances;
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the actual and expected volatility of the Index;
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the time to maturity of the notes;
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whether the Index closing level has been, or is expected to be, less than the Interest Barrier on any Review Date and whether the Ending Index Level is expected to be less than the Trigger Level;
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the dividend rates on the equity securities underlying the Index;
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interest and yield rates in the market generally; and
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a variety of other economic, financial, political, regulatory and judicial events.
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NO DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, 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.
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RISK OF THE INDEX CLOSING LEVEL FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER LEVEL IS GREATER IF THE INDEX IS VOLATILE — The likelihood of the Index closing level falling below the Interest Barrier or the Trigger Level will depend in large part on the volatility of the Index — the frequency and magnitude of changes in the level of the Index.
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LACK OF LIQUIDITY — The notes 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
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JPMorgan Structured Investments —
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TS-4
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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THE TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT — The final terms of the notes will be based on relevant market conditions when the terms of the notes are set and will be provided in the pricing supplement. In particular, each of JPMS’s estimated value and the Interest Rate will be provided in the pricing supplement and each may be as low as the applicable minimum value set forth on the cover of this amended and restated term sheet. Accordingly, you should consider your potential investment in the notes based on the minimum values for JPMS’s estimated value and the Interest Rate.
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JPMorgan Structured Investments —
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TS-5
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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Ending Index Level
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Index Return
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Return at Maturity
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2,880.00
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80.00%
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50.00%
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2,720.00
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70.00%
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50.00%
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2,560.00
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60.00%
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50.00%
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2,400.00
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50.00%
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50.00%
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2,240.00
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40.00%
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40.00%
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2,080.00
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30.00%
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30.00%
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1,920.00
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20.00%
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20.00%
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1,840.00
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15.00%
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15.00%
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1,760.00
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10.00%
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10.00%
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1,680.00
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5.00%
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5.00%
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1,640.00
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2.50%
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2.50%
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1,600.00
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0.00%
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0.00%
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1,520.00
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-5.00%
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0.00%
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1,440.00
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-10.00%
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0.00%
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1,280.00
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-20.00%
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0.00%
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1,200.00
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-25.00%
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0.00%
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1,199.84
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-25.01%
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-25.01%
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1,120.00
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-30.00%
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-30.00%
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960.00
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-40.00%
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-40.00%
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800.00
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-50.00%
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-50.00%
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640.00
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-60.00%
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-60.00%
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480.00
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-70.00%
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-70.00%
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320.00
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-80.00%
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-80.00%
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160.00
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-90.00%
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-90.00%
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0.00
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-100.00%
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-100.00%
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JPMorgan Structured Investments —
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TS-6
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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Number of
No-Coupon Dates
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Total Contingent Coupon Payments
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0 No-Coupon Dates
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$100.00
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1 No-Coupon Date
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$75.00
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2 No-Coupon Dates
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$50.00
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3 No-Coupon Dates
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$25.00
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4 No-Coupon Dates
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$0.00
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JPMorgan Structured Investments —
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TS-7
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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JPMorgan Structured Investments —
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TS-9
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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JPMorgan Structured Investments —
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TS-9
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Capped Contingent Trigger Equity Notes with Contingent Interest Linked to the S&P 500® Index
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