Pricing Supplement JPMORGAN CHASE & CO. Fixed Rate Notes issued pursuant to U.S.$5,000,000,000 Note Program SERIES NO: 3 TRANCHE NO: 1 JPY 87,900,000,000 0.472% Fixed Rate Notes due 2020 Issue Price: 100.00 per cent. --------------- Sole Bookrunner and Lead Manager J.P. Morgan Managers Daiwa Capital Markets Mizuho Securities SMBC Nikko MUFG Nomura The date of this Pricing Supplement is September 9, 2015
PART A CONTRACTUAL TERMS This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated January 21, 2015 and the supplementary Offering Circulars dated February 27, 2015, April 21, 2015, May 27, 2015, July 15, 2015 and August 7, 2015 (together, the Offering Circular ). This Pricing Supplement must be read in conjunction with such Offering Circular as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular. The Offering Circular and the supplementary Offering Circulars (including all documents incorporated by reference) are available in electronic form on the Irish Stock Exchange s website at www.ise.ie. Neither this Pricing Supplement nor the Offering Circular constitutes a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended by Directive 2010/73/EU, the Prospectus Directive ), and the Pricing Supplement and the Offering Circular have been prepared on the basis that no prospectus shall be required under the Prospectus Directive in relation to any Notes (as described below) to be offered and sold under hereby. Any person making or intending to make an offer to the public of the Notes in any Relevant Member State may only do so in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The Issuer will apply to the Irish Stock Exchange for admission of the Notes to the Official List of the Irish Stock Exchange and trading on its Global Exchange Market. The Irish Stock Exchange assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this document. Admission to the Official List of the Irish Stock Exchange and trading on its Global Exchange Market is not to be taken as an indication of the merits of the Issuer or the Notes. 1. Issuer: JPMorgan Chase & Co. 2. (i) Series Number: 3 (ii) Tranche Number: 1 3. Specified Currency or Currencies: Japanese Yen ( JPY ) 4. Aggregate Nominal Amount of Notes: (i) Series: JPY 87,900,000,000 (ii) Tranche: JPY 87,900,000,000 5. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: JPY 100,000,000 (ii) Calculation Amount: JPY 100,000,000 7. (i) Issue Date: September 11, 2015 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: September 11, 2020 9. Interest Basis: 0.472 per cent. Fixed Rate 10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption the Notes will be redeemed on the Maturity Date at 100 per cent. of their Nominal Amount. 11. Change of Interest or Redemption/Payment Basis: 12. Put/Call Options: 2
13. Status of the Notes: Senior Provisions Relating to Interest (if any) Payable 14. Fixed Rate Note Provisions Applicable (i) Rate of Interest: 0.472 per cent. per annum payable semi-annually in arrear on each Interest Payment Date (ii) Interest Payment Date(s): March 11 and September 11 in each year, beginning on March 11, 2016 (iii) Fixed Coupon Amount(s): (iv) Broken Amount(s): JPY 236,000 per Calculation Amount (v) Day Count Fraction: 30/360 (vi) Determination Dates: 15. Floating Rate Note Provisions 16. Zero Coupon Note Provisions Provisions Relating to Redemption 17. Call Option 18. Put Option 19. Final Redemption Amount of each Note JPY 100,000,000 per Calculation Amount 20. Early Redemption Amount Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: Yes, as set out in the Conditions General Provisions Applicable to the Notes: 21. Form of Notes: Permanent Global Note in registered form, which is exchangeable for Definitive Notes represented by Certificates in the limited circumstances specified in the Permanent Global Note 22. NSS (New Safekeeping Structure): Yes The Global Notes will be registered in the name of a common safekeeper for Euroclear and Clearstream, Luxembourg 23. Financial Center(s): New York, London and Tokyo 24. Redenomination, renominalization and reconventioning provisions: 25. Consolidation provisions: Distribution 26. (i) If syndicated, names of Managers and underwriting commitments: Managers Underwriting Names Commitment J.P. Morgan Securities plc JPY 82,900,000,000 Daiwa Capital Markets JPY 1,000,000,000 3
America Inc. Mitsubishi UFJ Securities International plc JPY 1,000,000,000 Mizuho International plc JPY 1,000,000,000 Nomura International plc JPY 1,000,000,000 SMBC Nikko Capital Markets Limited JPY 1,000,000,000 (ii) Date of Subscription Agreement: September 9, 2015 (iii) Stabilising Manager(s) (if any): J.P. Morgan Securities plc 27. If non-syndicated, name and address of Dealer: 28. Additional Selling Restrictions: Signed on behalf of the Issuer: By: ---------------------------------------------------- Duly authorized 4
1. Listing and Admission to Trading PART B OTHER INFORMATION (i) Admission to trading: (ii) Estimate of total expenses related to admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the Irish Stock Exchange and trading on its Global Exchange Market with effect from the Issue Date. 600 2. Ratings Ratings: The Notes to be issued are expected to be rated as follows: S & P: A Moody s: A3 3. Interests of Natural and Legal Persons involved in the Issue Save as discussed in Subscription and Sale so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. 4. Yield Indication of yield: 0.472 per cent. per annum. The yield is calculated as of the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 5. Operational Information ISIN Code: XS1288326967 Common Code: 128832696 Clearing system(s) and the relevant identification number(s): Delivery: Names and addresses of initial Paying Agent(s): Names and addresses of additional Paying Agent(s) (if any): Euroclear Bank S.A./N.V. and Clearstream Banking S.A. Delivery against payment 6. Distribution Names of Managers: J.P. Morgan Securities Plc Daiwa Capital Markets America Inc. Mitsubishi UFJ Securities International plc Mizuho International plc Nomura International plc SMBC Nikko Capital Markets Limited US Selling Restrictions: Reg. S Category 2 5