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 September 21, 2011; Rule 433

Structured 
Investments 

      $
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract due October 5, 2012

General

Key Terms

Commodity Futures Contract:

The notes are linked to the first nearby month futures contract for Brent crude oil (Bloomberg symbol “CO1”) traded on ICE Futures Europe or, in some circumstances, the second nearby month futures contract for Brent crude oil (Bloomberg symbol “CO2”) traded on ICE Futures Europe, as described below.

Automatic Call:

If the Contract Price on any Review Date is greater than or equal to the Call Price, the notes will be automatically called for a cash payment per note that will vary depending on the applicable Review Date and call premium.

Call Price:

100% of the Initial Contract Price, for each Review Date

Payment if Called:

For every $1,000 principal amount note, you will receive one payment of $1,000 plus the call premium amount calculated as follows:

 

    at least 4.50%* × $1,000 if called on the first Review Date

 

    at least 9.00%* × $1,000 if called on the second Review Date

 

    at least 13.50%* × $1,000 if called on the third Review Date

 

    at least 18.00%* × $1,000 if called on the final Review Date

 

* The actual call premiums applicable to the first, second, third and final Review Dates will be determined on the pricing date but will not be less than 4.50%, 9.00%, 13.50% and 18.00%, respectively.

Payment at Maturity:

If the notes are not automatically called and the Ending Contract Price is less than the Initial Contract Price by up to 40%, you will receive the principal amount of your notes at maturity.

If the notes are not automatically called and the Ending Contract Price is less than the Initial Contract Price by more than 40%, you will lose 1% of the principal amount of your notes for every 1% that the Ending Contract Price is less than the Contract Price, and your payment at maturity per $1,000 principal amount note will be calculated as follows:

$1,000 + ($1,000 × Contract Return)

If the notes are not automatically called, you will lose at least 40% of your investment at maturity if the Ending Contract Price is less than the Initial Contract Price by more than 40%.

Contingent Buffer Amount:

40%

Contract Return:

Ending Contract Price – Initial Contract Price
                  Initial Contract Price

Initial Contract Price:

The Contract Price on the pricing date

Ending Contract Price:

The Contract Price on the final Review Date

Contract Price:

On any trading day, the official settlement price per barrel on ICE Futures Europe of the first nearby month futures contract for Brent crude oil, stated in U.S. dollars, as made public by ICE Futures Europe (Bloomberg symbol: “CO1” <Comdty>), provided that if such date falls on the last trading day of such futures contract (all pursuant to the rules of ICE Futures Europe), then the second nearby month futures contract (Bloomberg symbol: “CO2” <Comdty>) on such trading day

Review Dates:

December 28, 2011 (first Review Date), March 27, 2012 (second Review Date), June 27, 2012 (third Review Date) and October 2, 2012 (final Review Date)

Call Settlement Date:

The third business day after the applicable Review Date, except that if the notes are called on the final Review Date, the Call Settlement Date will be the maturity date

Maturity Date:

October 5, 2012

CUSIP:

48125X5B8

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 or early acceleration in the event of a commodity hedging disruption event as described under “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event — C. Early Acceleration of Payment on the Notes” in the accompanying product supplement no. 206-A-I and in “Selected Risk Considerations — We May Accelerate Your Notes If a Commodity Hedging Disruption Event Occurs” in this term sheet.

Investing in the Quarterly Review 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 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.

(2)

If the notes priced today, J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $18.50 per $1,000 principal amount note. This commission includes the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $18.50 and will depend on market conditions on the pricing date. In no event will the commission received by JPMS exceed $25.00 per $1,000 principal amount note. See “Use of Proceeds” beginning on page PS-40 of the accompanying product supplement no. 206-A-I, as supplemented by “Supplemental Use of Proceeds” in this term sheet, and “Plan of Distribution” beginning on page PS-89 of the accompanying product supplement no. 206-A-1.

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.

September 21, 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:

(1) the Review Dates are 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; and

(2) the consequences of a commodity hedging disruption event are described under “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event — C. Early Acceleration of Payment on the Notes.”


JPMorgan Structured Investments — TS-1
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract
 
 

Selected Purchase Considerations


JPMorgan Structured Investments — TS-2
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract
 
 

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Commodity Futures Contract or in any exchange-traded or over-the-counter instruments based on, or other instruments linked to the Commodity Futures Contract. 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
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract
 
 

JPMorgan Structured Investments — TS-4
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract
 
 

JPMorgan Structured Investments — TS-5
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract
 
 

Hypothetical Examples of Amounts Payable upon Automatic Call or at Maturity

The following table illustrates the hypothetical simple total return (i.e., not compounded) on the notes that could be realized on the applicable Review Date for a range of movements in the Contract Price as shown under the column “Contract Price Appreciation/Depreciation at Review Date.” The following table assumes a hypothetical Initial Contract Price of $110 and a hypothetical Call Price of $110 (equal to 100% of the hypothetical Initial Contract Price) and reflects the Contingent Buffer Amount of 40%. The table assumes that the call premiums used to calculate the call price applicable to the first, second, third and final Review Dates are 4.50%, 9.00%, 13.50% and 18.00%, respectively, regardless of the appreciation of the Contract Price, which may be significant; the actual call premiums will be determined on the pricing date. There will be only one payment on the notes whether called or at maturity. An entry of “N/A” indicates that the notes would not be called on the applicable Review Date and no payment would be made for such date. The hypothetical returns set forth below are for illustrative purposes only and may not be the actual total return applicable to a purchaser of the notes.


 

Contract Price

 

 

 

 

Contact Price

Appreciation /

Total Return at

Total Return at

Total Return at

 

at

Depreciation at

First

Second

Third

Total Return at

Review Date

Review Date

Call Settlement

Call Settlement

Call Settlement

Maturity


$198.00

80.00%

4.50%

9.00%

13.50%

18.00%

$187.00

70.00%

4.50%

9.00%

13.50%

18.00%

$176.00

60.00%

4.50%

9.00%

13.50%

18.00%

$165.00

50.00%

4.50%

9.00%

13.50%

18.00%

$154.00

40.00%

4.50%

9.00%

13.50%

18.00%

$143.00

30.00%

4.50%

9.00%

13.50%

18.00%

$132.00

20.00%

4.50%

9.00%

13.50%

18.00%

$121.00

10.00%

4.50%

9.00%

13.50%

18.00%

$110.00

0.00%

4.50%

9.00%

13.50%

18.00%

$107.25

-2.50%

N/A

N/A

N/A

0.00%

$104.50

-5.00%

N/A

N/A

N/A

0.00%

$101.75

-7.50%

N/A

N/A

N/A

0.00%

$99.00

-10.00%

N/A

N/A

N/A

0.00%

$93.50

-15.00%

N/A

N/A

N/A

0.00%

$88.00

-20.00%

N/A

N/A

N/A

0.00%

$82.50

-25.00%

N/A

N/A

N/A

0.00%

$77.00

-30.00%

N/A

N/A

N/A

0.00%

$66.00

-40.00%

N/A

N/A

N/A

0.00%

$65.99

-40.01%

N/A

N/A

N/A

-40.01%

$55.00

-50.00%

N/A

N/A

N/A

-50.00%

$44.00

-60.00%

N/A

N/A

N/A

-60.00%

$33.00

-70.00%

N/A

N/A

N/A

-70.00%

$22.00

-80.00%

N/A

N/A

N/A

-80.00%

$11.00

-90.00%

N/A

N/A

N/A

-90.00%

$0.00

-100.00%

N/A

N/A

N/A

-100.00%


The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The Contract Price increases from the Initial Contract Price of $110 to a Contract Price of $121 on the first Review Date. Because the Contract Price on the first Review Date of $121 is greater than or equal to the corresponding Call Price of $110, the notes are automatically called, and the investor receives a single payment on the first Call Settlement Date of $1,045 per $1,000 principal amount note.

Example 2: The Contract Price decreases from the Initial Contract Price of $110 to a Contract Price of $66 on the first Review Date, $55 on the second Review Date and $44 on the third Review Date and increases from the Contract Price of $110 to a Contract Price of $121 on the final Review Date. Although the Contract Price on each of the first three Review Dates ($66, $55 and $44) is less than the corresponding Call Price of $110, because the Contract Price on the final Review Date ($121) is greater than the corresponding Call Price of $110, the notes are automatically called, and the investor receives a single payment at maturity of $1,180 per $1,000 principal amount note.

Example 3: The Contract Price decreases from the Initial Contract Price of $110 to a Contract Price of $55 on the first Review Date, $44 on the second Review Date and $33 on the third Review Date and $66 on the final Review Date. Because (a) the Contract Price on each of the Review Dates ($55, $44, $33 and $66) is less than the corresponding Call Price of $110, and (b) the Ending Contract Price of $66 is not less than the Initial Contract Price by more than 40%, the notes are not automatically called, and the investor receives a single payment at maturity equal to the principal amount of $1,000 per $1,000 principal amount note.

Example 4: The Contract Price decreases from the Initial Contract Price of $110 to a Contract Price of $66 on the first Review Date, $55 on the second Review Date, $44 on the third Review Date and $33 on the final Review Date. Because (a) the Contract Price on each of the Review Dates ($66, $55, $44 and $33) is less than the corresponding Call Price of $110, and (b) the Ending Contract Price of $33 is less than the Initial Contract Price by more than 40%, the notes are not automatically called and the investor receives a payment at maturity that is less than the principal amount for each $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -70%) = $300


JPMorgan Structured Investments — TS-6
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract
 
 

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.

Historical Information

The following graph sets forth the historical performance of the Commodity Futures Contract based on the weekly historical Contract Prices from January 6, 2006 through September 16, 2011. The Contract Price on September 20, 2011 was $110.54. We obtained the Contract 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 levels of the Commodity Futures Contract should not be taken as an indication of future performance, and no assurance can be given as to the Contract Price on any Review Date. We cannot give you assurance that the performance of the Commodity Futures Contract will result in the return of any of your initial investment. 

Supplemental Use of Proceeds

For purposes of the notes offered by this term sheet, the second paragraph under “Use of Proceeds” in the accompanying product supplement no. 206-A-I is deemed to be replaced by the following paragraph:

“The commissions received by JPMS will include the projected profit that our affiliates expect to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. Because hedging out obligations entails risk and may be influenced by market forces beyond our or our affiliates’ control, our projected profit resulting from such hedging may result in a profit that is more or less than expected, or could result in a loss. See also “Use of Proceeds” in the accompanying prospectus.”


JPMorgan Structured Investments — TS-7
Quarterly Review Notes Linked to a Brent Crude Oil Futures Contract