Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 211-A-II dated August 11, 2011

Term Sheet
Product Supplement No. 211-A-II
Registration Statement No. 333-155535
Dated September 30, 2011; Rule 433

Structured 
Investments 

      $
High/Low Coupon Callable Yield Notes due October 10, 2012 Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

General

Key Terms

Underlyings:

The S&P 500® Index (“SPX”) (the “Index”) and the Market Vectors Gold Miners ETF (“GDX”) (the “Fund”) (each an “Underlying,” and collectively, the “Underlyings”).

Interest Rate:

If a Knock-Out Event does not occur, at least 15.25% per annum, paid monthly and calculated on a 30/360 basis. The actual Interest Rate if a Knock-Out Event has not occurred will be determined on the Pricing Date and will not be less than 15.25% per annum.

If a Knock-Out Event occurs during any monthly Monitoring Period, the Interest Rate for the corresponding monthly interest period and each subsequent monthly interest period is at least 2.00% per annum, paid monthly and calculated on a 30/360 basis. The actual Interest Rate if a Knock-Out Event has occurred will be determined on the Pricing Date and will not be less than 2.00% per annum.

The notes may be called, in whole but not in part, at our option (such an event, an “Optional Call”) on any of the Optional Call Dates set forth below.

Knock-Out Buffer Amount:

With respect to each Underlying, an amount that represents 50.00% of the Starting Underlying Level of such Underlying (in the case of the GDX, subject to adjustments).

Monitoring Period:

There are twelve monthly Monitoring Periods.  The first monthly Monitoring Period will be from and including the Pricing Date to and including the first Interest Determination Date.  Each subsequent monthly Monitoring Period will be from and excluding the previous Interest Determination Date to and including the immediately succeeding Interest Determination Date.

Interest Determination Dates*:

For each Monitoring Period, two business days prior to the applicable Interest Payment Date.

Interest Payment Dates*:

Interest on the notes will be payable monthly in arrears on the 7th calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such day, an “Interest Payment Date”), commencing November 7, 2011, to and including the Maturity Date or, if the notes are called, to and including the applicable Optional Call Date. See “Selected Purchase Considerations — Monthly Interest Payments” in this term sheet for more information.

Payment at Maturity:

If the notes have not been previously called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on whether a Knock-Out Event has occurred and the performance of the Least Performing Underlying, and will be determined as follows:

(a) if a Knock-Out Event has occurred and:

(i) the Least Performing Underlying Return is positive, the Payment at Maturity will equal the $1,000 principal amount note; or

(ii) the Least Performing Underlying Return is negative, the Payment at Maturity will be calculated as follows:

$1,000 + ($1,000 × Least Performing Underlying Return); and

(b) if a Knock-Out Event has not occurred, the Payment at Maturity will equal the $1,000 principal amount note.

Therefore, if a Knock-Out Event has occurred, unless the Ending Underlying Level of each of the Underlyings is greater than or equal to its Starting Underlying Level, the Payment at Maturity will be less than the $1,000 principal amount note and you could lose your entire investment. In no event, however, will the Payment at Maturity be greater than the $1,000 principal amount note plus any accrued and unpaid interest.

Knock-Out Event:

A Knock-Out Event occurs if, on any day during any Monitoring Period, the closing level or closing price, as applicable, of either Underlying is less than the Starting Underlying Level of such Underlying by more than the applicable Knock-Out Buffer Amount.

Underlying Return:

With respect to each Underlying, the Underlying Return is calculated as follows:

Ending Underlying Level – Starting Underlying Level
Starting Underlying Level

Additional Key Terms:

See “Additional Key Terms” on the next page.

*

Subject to postponement as described under “Description of Notes — Payment at Maturity,” “Description of Notes — Payment upon Optional Call” and “Description of Notes — Postponement of a Determination Date — Notes with a maturity of not more than one year,” as applicable, in the accompanying product supplement no. 211-A-II

Investing in the Callable Yield Notes involves a number of risks. See “Risk Factors” beginning on page PS-9 of the accompanying product supplement no. 211-A-II and “Selected Risk Considerations” beginning on page TS-3 of this term sheet.

Neither the U.S. Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet, the accompanying product supplement no. 211-A-II 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 $20.00 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 other dealers, in their sole discretion, may forgo some or all of their selling concessions. The actual commission received by JPMS may be more or less than $20.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions and other amounts that may be allowed to other dealers, exceed $60.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-95 of the accompanying product supplement no. 211-A-II.

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 30, 2011

Additional Terms Specific to the Notes

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the 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. 211-A-II 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. 211-A-II dated August 11, 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. 211-A-II, 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.

Additional Key Terms

Pricing Date:

On or about October 4, 2011

Settlement Date:

On or about October 7, 2011

Observation Date*:

October 4, 2012

Maturity Date*:

October 10, 2012

CUSIP:

48125X4G8

Optional Call:

We, at our election, may call the notes, in whole but not in part, on any of the Optional Call Dates prior to the Maturity Date at a price for each $1,000 principal amount note equal to $1,000 plus any accrued and unpaid interest to but excluding the applicable Optional Call Date. If we intend to call your notes, we will deliver notice to DTC at least five business days before the applicable Optional Call Date.

Optional Call Dates*:

January 9, 2012, April 9, 2012 and July 9, 2012

Starting Underlying Level:

With respect to the Index, the closing level of the Index on the Pricing Date (the “Initial Index Level”). With respect to the Fund, the closing price of one share of the Fund on the Pricing Date divided by the Share Adjustment Factor for the Fund (the “Initial Share Price”). We refer to each of the Initial Index Level for the Index and the Initial Share Price for the Fund as a “Starting Underlying Level.”

Ending Underlying Level:

With respect to the Index, the closing level of the Index on the Observation Date (the “Ending Index Level”). With respect to the Fund, the closing price of one share of the Fund on the Observation Date (the “Final Share Price”). We refer to each of the Ending Index Level for the Index and the Final Share Price for the Fund as an “Ending Underlying Level.”

Share Adjustment Factor:

With respect to the Fund, 1.0 on the Pricing Date and subject to adjustment under certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 211-A-II for further information about these adjustments.

Least Performing Underlying:

The Underlying with the Least Performing Underlying Return.

Least Performing Underlying Return:

The lowest of the Underlying Return of the S&P 500® Index and the Market Vectors Gold Miners ETF.



JPMorgan Structured Investments —
TS-1
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

Selected Purchase Considerations


JPMorgan Structured Investments —
TS-2
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

the notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of which for holders of the notes are the character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by Non-U.S. Holders should be subject to withholding tax. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice. Non-U.S. Holders should also note that they may be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the tax consequences of an investment in the notes, including possible alternative characterizations, as well as the allocation of the purchase price of the notes between the Deposit and the Put Option.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Underlyings, or any equity securities included in or held by the Underlyings. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 211-A-II dated August 11, 2011.


JPMorgan Structured Investments —
TS-3
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

JPMorgan Structured Investments —
TS-4
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

JPMorgan Structured Investments —
TS-5
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

Historical Information

The following graphs show the historical weekly performance of the S&P 500® Index from January 6, 2006 through September 23, 2011 and the Market Vectors Gold Miners ETF from May 26, 2006 through September 23, 2011. The closing level of the S&P 500® Index on September 29, 2011 was 1,160.40. The closing price of one share of the Market Vectors Gold Miners ETF on September 29, 2011 was $55.03.

We obtained the various closing levels and prices of the Underlyings below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained from Bloomberg Financial Markets. The historical levels and prices of each Underlying should not be taken as an indication of future performance, and no assurance can be given as to the closing level or closing price, as applicable, of either Underlying on any day during a Monitoring Period or on the Observation Date. We cannot give you assurance that the performance of the Underlyings will result in the return of any of your initial investment.


JPMorgan Structured Investments —
TS-6
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

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

The following table and examples illustrate the hypothetical total return at maturity on the notes. The “note total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity plus the interest payments received over the term of the notes per $1,000 principal amount note to $1,000. The table and examples below assume that the notes are not called prior to maturity and that the Least Performing Underlying is the S&P 500® Index. We make no representation or warranty as to which of the Underlyings will be the Least Performing Underlying for purposes of calculating your actual payment at maturity. In addition, the following table and examples assume a Starting Underlying Level for the Least Performing Underlying of 1,100, an Interest Rate of 15.25% per annum if a Knock-Out Event has not occurred and an Interest Rate of 2.00% per annum if a Knock-Out Event has occurred and reflect the Knock-Out Buffer Amount of 50.00%. If the notes are called prior to maturity, your total return and total payment may be less than the amounts indicated below. The hypothetical total returns and total payments set forth below are for illustrative purposes only and may not be the actual total returns or total payments applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


 

Knock-Out Event Has Not Occurred (1)

Knock-Out Event Has Occurred During the First
Monitoring Period of the Notes (1)


Ending
Underlying
Level

Least Performing
Underlying
Return

Note Total
Return

Total Payments over the
Term of the Notes

Note Total Return

Total Payments over the
Term of the Notes


1,980.00

80.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,815.00

65.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,650.00

50.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,540.00

40.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,430.00

30.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,320.00

20.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,210.00

10.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,155.00

5.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,100.00

0.00%

15.25%

$1,152.50

2.00%

$1,020.00

1,045.00

-5.00%

15.25%

$1,152.50

-3.00%

$970.00

990.00

-10.00%

15.25%

$1,152.50

-8.00%

$920.00

880.00

-20.00%

15.25%

$1,152.50

-18.00%

$820.00

770.00

-30.00%

15.25%

$1,152.50

-28.00%

$720.00

660.00

-40.00%

15.25%

$1,152.50

-38.00%

$620.00

550.00

-50.00%

15.25%

$1,152.50

-48.00%

$520.00

440.00

-60.00%

N/A

N/A

-58.00%

$420.00

330.00

-70.00%

N/A

N/A

-68.00%

$320.00

220.00

-80.00%

N/A

N/A

-78.00%

$220.00

110.00

-90.00%

N/A

N/A

-88.00%

$120.00

0.00

-100.00%

N/A

N/A

-98.00%

$20.00


(1) A Knock-Out Event occurs if the closing level or closing price, as applicable, of either Underlying is less than the Starting Underlying Level of such Underlying by more than 50.00% on any day during a Monitoring Period.

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

Example 1: A Knock-Out Event has not occurred and the level of the Least Performing Underlying increases from the Starting Underlying Level of 1,100 to an Ending Underlying Level of 1,155. Because a Knock-Out Event has not occurred, the investor receives total payments of $1,152.50 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $152.50 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note. This represents the maximum total payment an investor may receive over the term of the notes.

Example 2: A Knock-Out Event has not occurred and the level of the Least Performing Underlying decreases from the Starting Underlying Level of 1,100 to an Ending Underlying Level of 880. Even though the Ending Underlying Level of the Least Performing Underlying of 880 is less than its Starting Underlying Level of 1,100, because a Knock-Out Event has not occurred, the investor receives total payments of $1,152.50 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $152.50 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note.


JPMorgan Structured Investments —
TS-7
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF

Example 3: A Knock-Out Event has occurred during the first monthly Monitoring Period and the level of the Least Performing Underlying decreases from the Starting Underlying Level of 1,100 to an Ending Underlying Level of 440. Because a Knock-Out Event has occurred and the Ending Underlying Level of the Least Performing Underlying of 440 is less than its Starting Underlying Level of 1,100, the investor receives total payments of $420 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $20 per $1,000 principal amount note over the term of the notes and a payment at maturity of $400 per $1,000 principal amount note, calculated as follows:

[$1,000 + ($1,000 x -60%)] + $20 = $420

Example 4: A Knock-Out Event has occurred during the first monthly Monitoring Period and the level of the Least Performing Underlying decreases from the Starting Underlying Level of 1,100 to an Ending Underlying Level of 0. Because a Knock-Out Event has occurred and the Ending Underlying Level of the Least Performing Underlying of 0 is less than its Starting Underlying Level of 1,100, the investor receives total payments of $20 per $1,000 principal amount note over the term of the notes, consisting solely of interest payments of $20 per $1,000 principal amount note over the term of the notes, calculated as follows:

[$1,000 + ($1,000 x -100%)] + $20 = $20  

These hypothetical returns and hypothetical 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-8
High/Low Coupon Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Market Vectors Gold Miners ETF