Term Sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 206-A-I dated March 4, 2011

Term Sheet to
Product Supplement No. 206-A-I
Registration Statement No. 333-155535
Dated August 8, 2011; Rule 433

Structured 
Investments 

     

$
Return Enhanced Notes Linked to Gold due February 17, 2012

General

Key Terms

Commodity:

The notes are linked to the Commodity Price of Gold (“Gold” or the “Commodity”).

Upside Leverage Factor:

At least 1.28

Payment at Maturity:

If the Ending Commodity Price is greater than the Strike Value, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Commodity Return multiplied by the Upside Leverage Factor, subject to a Maximum Total Return on the notes of at least 17.92%*. For example, assuming an Upside Leverage Factor of 1.28%* and a Maximum Total Return of 17.92%*, if the Commodity Return is equal to or greater than 14.00%, you will receive the Maximum Total Return on the notes of 17.92%*, which entitles you to a maximum payment at maturity of $1,179.20* for every $1,000 principal amount note that you hold. Accordingly, if the Commodity Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:

 

$1,000 + ($1,000 × Commodity Return × Upside Leverage Factor)

*The actual Upside Leverage Factor will be determined on the pricing date and will not be less than 1.28. The actual Maximum Total Return on the notes and the actual maximum payment at maturity will be set on the pricing date and will not be less than 17.92% and $1,179.20 per $1,000 principal amount note, respectively.

 

Your investment will be fully exposed to any decline in the Commodity Price. If the Ending Commodity Price is equal to the Strike Value, you will receive the principal amount of your notes at maturity.

If the Ending Commodity Price is less than the Strike Value, you will lose 1% of the principal amount of your notes for every 1% that the Ending Commodity Price is less than the Strike Value and your payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 × Commodity Return)

 

You will lose some or all of your investment at maturity if the Ending Commodity Price is less than the Strike Value.

Commodity Return:

Ending Commodity Price – Strike Value
                    Strike Value

Strike Value:

A price to be determined on the pricing date in the sole discretion of the calculation agent. The Strike Value may or may not be the Commodity Price of the Commodity on the pricing date. Although the calculation agent will make all determinations and will take all actions in relation to the establishment of the Strike Value in good faith, it should be noted that such discretion could have an impact (positive or negative), on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Strike Value, that might affect the value of your notes.

Ending Commodity Price:

The Commodity Price on the Observation Date

Commodity Price:

On any trading day, the official afternoon Gold fixing per troy ounce of Gold for delivery in London through a member of the London Bullion Market Association (the “LMBA”) authorized to effect such delivery, stated in U.S. dollars, as calculated by the LBMA and displayed on Bloomberg L.P. (“Bloomberg”) under the symbol “GOLDLNPM” on such trading day

Observation Date:

February 14, 2012

Maturity Date:

February 17, 2012

CUSIP:

48125XJ31

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 Commodity or a single Commodity Futures Contract” in the accompanying product supplement no. 206-A-I.

Investing in the Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-16 of the accompanying product supplement no. 206-A-I and “Selected Risk Considerations” beginning on page TS-3 of this term sheet.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on page PS-40 of the accompanying product supplement no. 206-A-I.

(2)

Please see “Supplemental Plan of Distribution” on the last page of this term sheet for information about fees and commissions.

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

 

August 8, 2011


Additional Terms Specific to the Notes

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement, product supplement no. 206-A-I and this term sheet if you so request by calling toll-free 866-535-9248.

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

You should read this term sheet together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 206-A-I dated March 4, 2011. This term sheet, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 206-A-I, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet, the “Company,” “we,” “us” and “our” refer to JPMorgan Chase & Co.

Supplemental Terms of the Notes

For purposes of the notes offered by this term sheet, the Observation Date is subject to postponement as described under “Description of Notes — Postponement of a Determination Date — A. Notes Linked to a single Commodity or a single Commodity Futures Contract” in the accompanying product supplement no. 206-A-I.


JPMorgan Structured Investments — TS-1
Return Enhanced Notes Linked to Gold

What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Commodity?

The following table and examples illustrate the hypothetical total return at maturity on the notes. The “total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume a Strike Value of $1,700, an Upside Leverage Factor of 1.28 and a Maximum Total Return on the notes of 17.92%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.

Ending
Commodity Price

Commodity
Return

Total Return

$3,060.00

80.00%

17.92%

$2,890.00

70.00%

17.92%

$2,720.00

60.00%

17.92%

$2,550.00

50.00%

17.92%

$2,380.00

40.00%

17.92%

$2,210.00

30.00%

17.92%

$2,040.00

20.00%

17.92%

$1,938.00

14.00%

17.92%

$1,870.00

10.00%

10.00%

$1,785.00

5.00%

5.00%

$1,742.50

2.50%

2.50%

$1,700.00

0.00%

0.00%

$1,530.00

-10.00%

-10.00%

$1,360.00

-20.00%

-20.00%

$1,190.00

-30.00%

-30.00%

$1,020.00

-40.00%

-40.00%

$850.00

-50.00%

-50.00%

$680.00

-60.00%

-60.00%

$510.00

-70.00%

-70.00%

$340.00

-80.00%

-80.00%

$170.00

-90.00%

-90.00%

$0.00

-100.00%

-100.00%

Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total returns set forth in the table on the previous page are calculated.

Example 1: The price of Gold increases from the Strike Value of $1,700 to an Ending Commodity Price of $1,785. Because the Ending Commodity Price of $1,785 is greater than the Strike Value of $1,700 and the Commodity Return of 5% multiplied by the hypothetical Upside Leverage Factor of 1.28 does not exceed the hypothetical Maximum Total Return of 17.92%, the investor receives a payment at maturity of $1,064 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 5.00% × 1.28 ) = $1,064

Example 2: The price of Gold increases from the Strike Value of $1,700 to an Ending Commodity Price of $2,040. Because the Ending Commodity Price of $2,040 is greater than the Strike Value of $1,700 and the Commodity Return of 20% multiplied by the hypothetical Upside Leverage Factor of 1.28 exceeds the hypothetical Maximum Total Return of 17.92%, the investor receives a payment at maturity of $1,179.20 per $1,000 principal amount note, the maximum payment on the notes.

Example 3: The price of Gold decreases from the Strike Value of $1,700 to an Ending Commodity Price of $1,360. Because the Ending Commodity Price of $1,360 is less than the Strike Value of $1,700, the Commodity Return is negative and the investor receives a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -20%) = $800 

These returns and the payouts on the notes shown above 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 total returns and payouts shown above would likely be lower.


JPMorgan Structured Investments — TS-2
Return Enhanced Notes Linked to Gold

Selected Purchase Considerations

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Commodity or futures contracts or other instruments related to the Commodity. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 206-A-I dated March 4, 2011.


JPMorgan Structured Investments — TS-3
Return Enhanced Notes Linked to Gold

JPMorgan Structured Investments — TS-4
Return Enhanced Notes Linked to Gold

JPMorgan Structured Investments — TS-5
Return Enhanced Notes Linked to Gold

Historical Information

The following graph sets forth the historical performance of Gold based on the Commodity Prices from January 6, 2006 through August 5, 2011. The Commodity Price on August 5, 2011 was $1,658.75. We obtained the Commodity Prices below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The historical prices of Gold should not be taken as an indication of future performance, and no assurance can be given as to the Commodity Price on the pricing date or on the Observation Date. We cannot give you assurance that the performance of the price of Gold will result in the return of any of your initial investment.

Supplemental Plan of Distribution

JPMS, acting as agent for JPMorgan Chase & Co., will receive a commission that will depend on market conditions on the pricing date. In no event will that commission exceed $5.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-89 of the accompanying product supplement no. 206-A-I.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate of ours will receive a structuring and development fee. In no event will the total amount of these fees exceed $5.00 per $1,000 principal amount note.


JPMorgan Structured Investments — TS-6
Return Enhanced Notes Linked to Gold