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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Term sheet to
Product Supplement no. 4-I
Registration Statement No. 333-177923
Dated May 14, 2012; Rule 433
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Structured
Investments
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$
Quarterly Review Notes Linked to the S&P 500® Index due June 5, 2013
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·
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The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the S&P 500® Index is at or above the Call Level applicable to that Review Date. If the notes are not automatically called, investors will receive their principal back at maturity if the Ending Index Level is not less than the Initial Index Level by more than 10%, but will lose some or all of their principal if the Ending Index Level is less than the Initial Index Level by more than 10%. Investors in the notes should be willing to accept this risk of loss and be willing to forgo interest and dividend payments, in exchange for the opportunity to receive a premium payment if the notes are automatically called. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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The first Review Date, and therefore the earliest date on which an automatic call may be initiated, is August 30, 2012**.
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Senior unsecured obligations of JPMorgan Chase & Co. maturing June 5, 2013**
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Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof
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The notes are expected to price on or about May 18, 2012 and are expected to settle on or about May 23, 2012.
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Index:
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The S&P 500® Index (the “Index”)
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Automatic Call:
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If the Index closing level on any Review Date is greater than or equal to the Call Level, the notes will be automatically called for a cash payment per note that will vary depending on the applicable Review Date and call premium and that will be payable on the applicable Call Settlement Date.
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Call Level:
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100% of the Initial Index Level for each Review Date
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Payment if Called:
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For every $1,000 principal amount note, you will receive one payment of $1,000 plus a call premium amount, calculated as follows:
• at least 3.00%* ×$1,000 if automatically called on the first Review Date
• at least 6.00%* × $1,000 if automatically called on the second Review Date
• at least 9.00%* × $1,000 if automatically called on the third Review Date
• at least 12.00%* × $1,000 if automatically 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, and will not be less than 3.00%, 6.00%, 9.00% and 12.00%, respectively.
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Payment at Maturity:
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If the notes are not automatically called and the Ending Index Level is less than the Initial Index Level by up to 10%, you will receive the principal amount of your notes at maturity.
If the notes are not automatically called and the Ending Index Level is less than the Initial Index Level by more than 10%, you will lose 1.1111% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level by more than 10%, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + 10%) × 1.1111]
If the notes are not automatically called and the Ending Index Level is less than the Initial Index Level by more than 10%, you will lose some or all of your initial investment at maturity
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Buffer Amount:
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10%
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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 final Review Date
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Review Dates**:
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August 30, 2012 (first Review Date), November 29, 2012 (second Review Date), February 28, 2013 (third Review Date) and May 31, 2013 (final Review Date)
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Call Settlement Dates**:
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September 5, 2012 (first Call Settlement Date), December 4, 2012 (second Call Settlement Date), March 5, 2013 (third Call Settlement Date) and June 5, 2013 (final Call Settlement Date, which is also the Maturity Date), each of which is the third business day after the applicable Review Date specified above, except that the final Call Settlement Date is the Maturity Date
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Maturity Date**:
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June 5, 2013
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CUSIP:
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48125VYZ7
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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 Us
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Per note
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$
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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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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 and Hedging” beginning on page PS-48 of the accompanying product supplement no. 4-I.
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(2)
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Please see “Supplemental Plan of Distribution” in this term sheet for information about fees and commissions.
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·
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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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·
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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JPMorgan Structured Investments —
Quarterly Review Notes Linked to the S&P 500® Index
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TS-1
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Index
Closing Level
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Index Level
Appreciation/
Depreciation at
Review Date
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Total
Return at
First
Call Settlement Date
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Total
Return at
Second
Call Settlement Date
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Total
Return at
Third
Call Settlement Date
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Total
Return
at
Maturity
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2,520.0000
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80.00%
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3.00%
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6.00%
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9.00%
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12.00%
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2,380.0000
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70.00%
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3.00%
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6.00%
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9.00%
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12.00%
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2,240.0000
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60.00%
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3.00%
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6.00%
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9.00%
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12.00%
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2,100.0000
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50.00%
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3.00%
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6.00%
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9.00%
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12.00%
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1,960.0000
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40.00%
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3.00%
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6.00%
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9.00%
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12.00%
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1,820.0000
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30.00%
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3.00%
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6.00%
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9.00%
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12.00%
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1,680.0000
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20.00%
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3.00%
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6.00%
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9.00%
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12.00%
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1,540.0000
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10.00%
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3.00%
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6.00%
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9.00%
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12.00%
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1,400.0000
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0.00%
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3.00%
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6.00%
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9.00%
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12.00%
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1,398.6000
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-0.10%
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N/A
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N/A
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N/A
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0.00%
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1,330.0000
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-5.00%
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N/A
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N/A
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N/A
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0.00%
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1,260.0000
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-10.00%
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N/A
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N/A
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N/A
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0.00%
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1,259.8600
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-10.01%
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N/A
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N/A
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N/A
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-0.01%
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1,120.0000
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-20.00%
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N/A
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N/A
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N/A
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-11.11%
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980.0000
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-30.00%
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N/A
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N/A
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N/A
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-22.22%
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840.0000
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-40.00%
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N/A
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N/A
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N/A
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-33.33%
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700.0000
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-50.00%
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N/A
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N/A
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N/A
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-44.44%
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560.0000
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-60.00%
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N/A
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N/A
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N/A
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-55.56%
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420.0000
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-70.00%
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N/A
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N/A
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N/A
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-66.67%
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280.0000
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-80.00%
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N/A
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N/A
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N/A
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-77.78%
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140.0000
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-90.00%
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N/A
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N/A
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N/A
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-88.89%
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0.0000
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-100.00%
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N/A
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N/A
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N/A
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-100.00%
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JPMorgan Structured Investments —
Quarterly Review Notes Linked to the S&P 500® Index
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TS-2
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APPRECIATION POTENTIAL — If the Index closing level is greater than or equal to the Call Level on a Review Date, your investment will yield a payment per $1,000 principal amount note of $1,000 plus: (i) at least 3.00%* × $1,000 if automatically called on the first Review Date, (ii) at least 6.00%* × $1,000 if automatically called on the second Review Date, (iii) at least 9.00%* × $1,000 if automatically called on the third Review Date or (iv) at least 12.00%* × $1,000 if automatically called on the final Review Date. Because the notes are our senior unsecured 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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POTENTIAL EARLY EXIT WITH APPRECIATION AS A RESULT OF AUTOMATIC CALL FEATURE — While the original term of the notes is just over one year, the notes will be automatically called before maturity if the Index closing level is at or above the relevant Call Level on the applicable Review Date and you will be entitled to the applicable payment corresponding to such Review Date as set forth on the cover of this term sheet.
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LIMITED PROTECTION AGAINST LOSS — If the notes are not automatically called, we will pay you your principal back at maturity if the Ending Index Level is not less than the Initial Index Level by more than 10%. If the Ending Index Level is less than the Initial Index Level by more than 10%, for every 1% that the Ending Index Level is less than the Initial Index Level by more than 10%, you will lose an amount equal to 1.1111% of the principal amount of your notes.
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RETURN LINKED TO THE S&P 500® INDEX — The return on the notes is 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. See “Equity Index Descriptions — The S&P 500® Index” in the accompanying underlying supplement no. 1-I.
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CAPITAL GAINS TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal. If the notes are not automatically called, the return on the notes at maturity is linked to the performance of the Index and will depend on the extent to which the Index Return is negative. Your investment will be exposed to loss on a leveraged basis if the Ending Index Level is less than the Initial Index Level by more than 10%. For every 1% that the Ending Index Level is less than the Initial Index Level by more than 10%, you will lose an amount equal to 1.1111% of the principal amount of your notes. Accordingly, you could lose some or all of your initial investment at maturity.
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JPMorgan Structured Investments —
Quarterly Review Notes Linked to the S&P 500® Index
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TS-3
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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, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to affect adversely 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 hedging our obligations under the notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. It is possible that these hedging activities or other trading activities of ours or our affiliates could result in substantial returns for us or our affiliates while the value of the notes declines. In addition, we are currently one of the companies that make up the Index. We will not have any obligation to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the Index and the notes.
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LIMITED RETURN ON THE NOTES — Your potential gain on the notes will be limited to the call premium applicable to the Review Dates, as set forth on the cover of this term sheet, regardless of the appreciation in the Index, which may be significant. Because the Index closing level at various times during the term of the notes could be higher than on the Review Dates, you may receive a lower payment if automatically called or at maturity, as the case may be, than you would have if you had invested directly in the Index.
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REINVESTMENT RISK — If your notes are automatically called early, the term of the notes may be reduced to as short as three months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called prior to the maturity date.
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CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY — While the payment upon an automatic call or at maturity described in this term sheet is based on the full principal amount of your notes, the original issue price of the notes includes the agent’s commission and the estimated cost of hedging our obligations under the notes. As a result, the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, will be willing to purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss to you. The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
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NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and 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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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 price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
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MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the level of the Index on any day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
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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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the dividend rates on the equity securities underlying the Index;
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interest and yield rates in the market generally;
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a variety of economic, financial, political, regulatory and judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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JPMorgan Structured Investments —
Quarterly Review Notes Linked to the S&P 500® Index
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TS-4
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JPMorgan Structured Investments —
Quarterly Review Notes Linked to the S&P 500® Index
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TS-5
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