CALCULATION OF REGISTRATION FEE |
Title
of Each Class of
Securities Offered |
Maximum
Aggregate Offering Price |
Amount
of Registration Fee(1) |
Notes |
$2,539,000 |
$295.03 |
(1) Fees were previously paid in connection with this offering as
disclosed in pricing supplement no. 993 dated July 24, 2015to Registration Statement No. 333-199966 filed by JPMorgan Chase &
Co., which pricing supplement was filed on July 28, 2015. No additional registration fee has been paid with respect to this offering.
July 30, 2015 |
Registration Statement No. 333-199966; Rule 424(b)(8) |
JPMorgan Chase & Co.
Structured Investments
$2,439,000
Uncapped Contingent Buffered Return
Enhanced Notes, with Downside Digital Return, Linked to the Dow Jones Industrial AverageTM due July 29, 2020
| · | The notes are designed for investors who seek an uncapped return of 1.07 times any appreciation of the Dow Jones Industrial
AverageTM at maturity. If the Dow Jones Industrial AverageTM is flat relative to, or depreciates by up to
30.00% from, the Initial Value, investors will receive a fixed return equal to 15.00% at maturity. |
| · | Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal amount
at maturity. |
| · | The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any payment on the notes is subject to
the credit risk of JPMorgan Chase & Co. |
| · | Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof |
| · | The notes priced on July 24, 2015 and are expected to settle on or about July 30, 2015. |
Investing in the notes involves a number of risks.
See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 4a-I, “Risk Factors”
beginning on page US-2 of the accompanying underlying supplement no. 1a-I and “Selected Risk Considerations” beginning
on page PS-3 of this amended and restated pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this
amended and restated pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and
prospectus. Any representation to the contrary is a criminal offense.
|
Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Issuer |
Per note |
$1,000 |
$30 |
$970 |
Total |
$2,439,000 |
$73,170 |
$2,365,830 |
(1) See “Supplemental Use of Proceeds”
in this amended and restated pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we
refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions of $30.00 per $1,000 principal
amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)”
beginning on page PS-87 of the accompanying product supplement no. 4a-I. |
The estimated value of the notes as determined by JPMS,
when the terms of the notes were set, was $966.00 per $1,000 principal amount note. See “JPMS’s Estimated Value of
the Notes” in this amended and restated pricing supplement for additional information.
The notes are not bank deposits, are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
* This amended and restated pricing supplement no. 993-A
amends and restates and supersedes the pricing supplement no. 993 related hereto dated July 24, 2015 to product supplement no.
4a-I in its entirety (the pricing supplement no. 993 is available on the http://www.sec.gov/Archives/edgar/data/19617/000089109215006558/e65283_424b2.htm).
Amended and restated pricing supplement
no. 993-A to product supplement no. 4a-I dated November 7, 2014, underlying supplement no. 1a-I dated November 7, 2014 and the
prospectus and prospectus supplement, each dated November 7, 2014
Key
Terms
Index:
The Dow Jones Industrial AverageTM (Bloomberg ticker: INDU)
Upside
Leverage Factor: 1.07
Downside
Digital Return: 15.00%
Contingent
Buffer Amount: 30.00%
Pricing
Date: July 24, 2015
Original
Issue Date (Settlement Date): On or about July 30, 2015
Observation
Date*: July 24, 2020
Maturity
Date*: July 29, 2020
* Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement no. 4a-I |
Payment at Maturity:
If the Final Value is greater than the Initial Value, your
payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return
× Upside Leverage Factor)
If the Final Value is equal to the Initial Value or is
less than the Initial Value by up to the Contingent Buffer Amount, your payment at maturity per $1,000 principal amount note will
be calculated as follows:
$1,000 + ($1,000 × Downside Digital
Return)
If the Final Value is less than the Initial Value by more
than the Contingent Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
If the Final Value
is less than the Initial Value by more than the Contingent Buffer Amount, you will lose more than 30.00% of your principal amount
at maturity and could lose all of your principal amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial
Value: The closing level of the Index on the Pricing Date, which was
17,568.53
Final Value:
The closing level of the Index on the Observation Date |
|
|
PS-1 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
Hypothetical
Payout Profile
The following table illustrates the
hypothetical total return at maturity on the notes linked to a hypothetical Index. The “total return” as used in this
amended and restated pricing supplement 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 the following:
| · | an Initial Value of 100.00; |
| · | an Upside Leverage Factor of 1.07; |
| · | a Downside Digital Return of 15.00%; and |
| · | a Contingent Buffer Amount of 30.00% |
The hypothetical Initial Value of 100.00 has
been chosen for illustrative purposes only and does not represent the actual Initial Value. The actual Initial Value is the closing
level of the Index on the Pricing Date and is specified under “Key Terms — Initial Value” in this amended and
restated pricing supplement. For historical data regarding the actual closing levels of the Index, please see the historical information
set forth under “The Index” in this amended and restated pricing supplement.
Each hypothetical total return or hypothetical
payment at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity
applicable to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.
Final Value |
Index Return |
Total Return on the Notes |
Payment at Maturity |
165.00 |
65.00% |
69.55% |
$1,695.50 |
150.00 |
50.00% |
53.50% |
$1,535.00 |
140.00 |
40.00% |
42.80% |
$1,428.00 |
130.00 |
30.00% |
32.10% |
$1,321.00 |
120.00 |
20.00% |
21.40% |
$1,214.00 |
115.00 |
15.00% |
16.05% |
$1,160.50 |
110.00 |
10.00% |
10.70% |
$1,107.00 |
105.00 |
5.00% |
5.35% |
$1,053.50 |
101.00 |
1.00% |
1.07% |
$1,010.70 |
100.00 |
0.00% |
15.00% |
$1,150.00 |
95.00 |
-5.00% |
15.00% |
$1,150.00 |
90.00 |
-10.00% |
15.00% |
$1,150.00 |
85.00 |
-15.00% |
15.00% |
$1,150.00 |
80.00 |
-20.00% |
15.00% |
$1,150.00 |
70.00 |
-30.00% |
15.00% |
$1,150.00 |
69.99 |
-30.01% |
-30.01% |
$699.90 |
60.00 |
-40.00% |
-40.00% |
$600.00 |
50.00 |
-50.00% |
-50.00% |
$500.00 |
40.00 |
-60.00% |
-60.00% |
$400.00 |
30.00 |
-70.00% |
-70.00% |
$300.00 |
20.00 |
-80.00% |
-80.00% |
$200.00 |
10.00 |
-90.00% |
-90.00% |
$100.00 |
0.00 |
-100.00% |
-100.00% |
$0.00 |
|
|
PS-2 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
How
the Notes Work
Index Appreciation Upside Scenario:
If the Final Value is greater than the Initial
Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the Index Return times
the Upside Leverage Factor of 1.07.
| · | If the closing level of the Index increases 10.00%, investors will receive
at maturity a 10.70% return, or $1,107.00 per $1,000 principal amount note. |
Index Par or Index Depreciation Upside
Scenario:
If the
Final Value is equal to the Initial Value or is less than the Initial Value by up to the Contingent Buffer Amount of 30.00%, investors
will receive at maturity the $1,000 principal amount plus a return equal to the Downside Digital Return of 15.00%.
| · | For example, if the closing level of the Index declines 10.00%, investors will receive at maturity a 15.00% return, or $1,150.00
per $1,000 principal amount note. |
Downside Scenario:
If the Final Value is less than the Initial
Value by more than the Contingent Buffer Amount of 30.00%, investors will lose 1% of the principal amount of their notes for every
1% that the Final Value is less than the Initial Value.
| · | For example, if the closing level of the Index declines 50.00%, investors
will lose 50.00% of their principal amount and receive only $500.00 per $1,000 principal amount note at maturity. |
The hypothetical returns and hypothetical
payments on the notes shown above apply only if you hold the notes for their entire term. These hypotheticals do not reflect
the fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included,
the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected
Risk Considerations
An investment in the notes involves significant
risks. These risks are explained in more detail in the “Risk Factors” sections of the accompanying
product supplement and underlying supplement.
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — |
The notes do not guarantee any
return of principal. If the Final Value is less than the Initial Value by more than 30.00%, you will lose 1% of the principal amount
of your notes for every 1% that the Final Value is less than the Initial Value. Accordingly, under these circumstances, you will
lose more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
| · | CREDIT RISK OF JPMORGAN CHASE & CO. — |
Investors are dependent on JPMorgan
Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or
credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect 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.
We and our affiliates play a variety
of roles in connection with the notes. In performing these duties, our economic interests are potentially adverse to your interests
as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the
notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk
Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.
| · | WE ARE CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE INDEX, |
but we will not have any obligation
to consider your interests in taking any corporate action that might affect the level of the Index.
| · | THE BENEFIT PROVIDED BY THE CONTINGENT BUFFER AMOUNT AND THE OPPORTUNITY TO RECEIVE THE DOWNSIDE
DIGITAL RETURN MAY TERMINATE ON THE OBSERVATION DATE — |
If the Final Value is less than
the Initial Value by more than the Contingent Buffer Amount, the benefit provided by the Contingent Buffer Amount will terminate,
you will not be entitled to receive the Downside Digital Return and you will be fully exposed to any depreciation in the Index.
|
|
PS-3 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
| · | THE NOTES DO NOT PAY INTEREST. |
| · | YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES. |
| · | THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE INITIAL VALUE BY MORE THAN THE CONTINGENT
BUFFER AMOUNT IS GREATER IF THE VALUE OF THE INDEX IS VOLATILE. |
The notes will not be listed on
any securities exchange. Accordingly, 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. You may not be able to sell your notes. The notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
| · | JPMS’S ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC)
OF THE NOTES — |
JPMS’s estimated value is
only an estimate using several factors. The original issue price of the notes exceeds JPMS’s estimated value because costs
associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include
the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “JPMS’s Estimated
Value of the Notes” in this amended and restated pricing supplement.
| · | JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM
OTHERS’ ESTIMATES — |
See “JPMS’s Estimated
Value of the Notes” in this amended and restated pricing supplement.
| · | JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL
FIXED-RATE DEBT — |
The internal funding rate used
in the determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional
fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher
issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate
debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic
terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect
on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes”
in this amended and restated pricing supplement.
| · | THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS)
MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — |
We generally expect that some
of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases
of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. See “Secondary Market
Prices of the Notes” in this amended and restated pricing supplement for additional information relating to this initial
period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published
by JPMS (and which may be shown on your customer account statements).
| · | SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES — |
Any secondary market prices of
the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices
take into account our secondary market credit spreads for structured debt issuances and, also, because secondary market prices
(a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included
in the original issue price of the notes. As a result, the price if any, at which JPMS will be willing to buy the notes from you
in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the
Maturity Date could result in a substantial loss to you.
| · | SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
|
The secondary market price of
the notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each
other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the level of the Index.
Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be
reflected on customer account statements. This price may be different (higher or lower) than the
|
|
PS-4 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
price of the notes, if any, at
which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks Relating to the
Estimated Value of Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic
and market factors” in the accompanying product supplement.
|
|
PS-5 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
The
Index
The Index consists of 30 common stocks chosen
as representative of the broad market of U.S. industry. For additional information about the Dow Jones Industrial AverageTM,
see “Equity Index Descriptions — The Dow Jones Industrial AverageTM” in the accompanying underlying
supplement.
Historical Information
The following graph sets forth the historical
performance of the Index based on the weekly historical closing levels of the Index from January 8, 2010 through July 24, 2015.
The closing level of the Index on July 29, 2015 was 17,751.39. We obtained the closing levels above and below from the Bloomberg
Professional® service (“Bloomberg”), without independent verification.
The historical closing levels of the
Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the
Observation Date. We cannot give you assurance that the performance of the Index will result in the return of any of your principal
amount.
Capital
Gains Tax Treatment
You should review carefully the section
entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4a-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.
Based on current market conditions, in
the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions” that are not debt
instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences
— Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement no. 4a-I. Assuming this treatment is respected, the gain or loss on your notes should be treated
as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes
at the issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income
or loss on the notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting
comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice
focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any,
to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests
comments on appropriate transition rules and effective dates, 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. You should consult your tax
|
|
PS-6 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
adviser regarding the U.S. federal income
tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice.
Withholding under legislation commonly
referred to as “FATCA” may (if the notes are recharacterized as debt instruments) apply to amounts treated as interest
paid with respect to the notes, as well as to the payment of gross proceeds of a sale of a note occurring after December 31, 2016
(including redemption at maturity). You should consult your tax adviser regarding the potential application of FATCA to the notes.
JPMS’s
Estimated Value of the Notes
JPMS’s estimated value of the notes
set forth on the cover of this amended and restated pricing supplement is equal to the sum of the values of the following hypothetical
components: (1) a fixed-income debt component with the same maturity as the notes, valued using our internal funding rate for structured
debt described below, and (2) the derivative or derivatives underlying the economic terms of the notes. JPMS’s estimated
value does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists)
at any time. The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount
from the credit spreads for our conventional fixed-rate debt. For additional information, see “Selected Risk Considerations
— JPMS’s Estimated Value Is Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt.”
The value of the derivative or derivatives
underlying the economic terms of the notes is derived from JPMS’s internal pricing models. These models are dependent on
inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable,
and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market
events and/or environments. Accordingly, JPMS’s estimated value of the notes is determined when the terms of the notes are
set based on market conditions and other relevant factors and assumptions existing at that time.
JPMS’s estimated value does not
represent future values of the notes and may differ from others’ estimates. Different pricing models and assumptions could
provide valuations for notes that are greater than or less than JPMS’s estimated value. In addition, market conditions and
other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the
notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate
movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you
in secondary market transactions.
JPMS’s estimated value of the
notes is lower than the original issue price of the notes because costs associated with selling, structuring and hedging the notes
are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated
or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations
entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less
than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes
may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See “Selected Risk Considerations — JPMS’s Estimated Value of the Notes Is Lower Than the Original Issue
Price (Price to Public) of the Notes” in this amended and restated pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact
any secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in
the accompanying product supplement. In addition, we generally expect that some of the costs included in the original issue price
of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will
decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances,
estimated hedging costs and our secondary market credit spreads for structured debt issuances. This initial predetermined time
period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial
period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the notes and when these costs are incurred, as determined by JPMS. See “Selected Risk Considerations
— The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than
JPMS’s Then-Current Estimated Value of the Notes for a Limited Time Period.”
|
|
PS-7 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
Supplemental
Use of Proceeds
The notes are offered to meet investor demand
for products that reflect the risk-return profile and market exposure provided by the notes. See “Hypothetical Payout Profile”
and “How the Notes Work” in this amended and restated pricing supplement for an illustration of the risk-return profile
of the notes and “The Index” in this amended and restated pricing supplement for a description of the market exposure
provided by the notes.
The original issue price of the notes
is equal to JPMS’s estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Supplemental
Plan of Distribution
We expect that delivery of the notes
will be made against payment for the notes on or about the settlement date set forth on the front cover of this amended and restated
pricing supplement, which will be the fourth business day following the pricing date of the notes (this settlement cycle being
referred to as T+4). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally
are required to settle in three business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers
who wish to trade notes on the pricing date will be required to specify an alternate settlement cycle at the time of any such trade
to prevent a failed settlement and should consult their own advisors.
Validity
of the Notes
Restated below is the opinion of Davis Polk
& Wardwell LLP, as our special products counsel, delivered on July 24, 2015 related to the notes:
In the opinion of Davis Polk & Wardwell
LLP, as our special products counsel, when the notes offered by this amended and restated pricing supplement have been executed
and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein,
such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of
general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided
that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision
of applicable law on the conclusions expressed above. This opinion is given as of the date hereof [July 24, 2015] and is limited
to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State
of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and
delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability of the indenture
with respect to the trustee, all as stated in the letter of such counsel dated November 7, 2014, which was filed as an exhibit
to the Registration Statement on Form S-3 by us on November 7, 2014.
Additional
Terms Specific to the Notes
You should read this amended and restated
pricing supplement together with the prospectus, as supplemented by the prospectus supplement, each dated November 7, 2014, 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. 4a-I dated November 7, 2014 and underlying supplement no. 1a-I dated November 7, 2014. This amended and restated pricing supplement,
together with the documents listed below, contains the terms of the notes, supplements the term sheet related hereto, 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. This amended and restated pricing supplement amends and restates and supersedes the pricing supplement
no. 993 related hereto dated July 24, 2015 to product supplement no. 4a-I in its entirety. You should not rely on the pricing supplement
no. 993 related hereto dated July 24, 2015 in making your decision to invest in the notes You should carefully consider,
among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 4a-I and “Risk
Factors” in the accompanying underlying supplement no. 1a-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.
|
|
PS-8 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
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):
| · | Product supplement no. 4a-I dated November 7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008407/e61359_424b2.pdf |
| · | Underlying supplement no. 1a-I dated November 7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008410/e61337_424b2.pdf
|
| · | Prospectus supplement and prospectus, each dated November
7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008397/e61348_424b2.pdf
|
Our Central Index Key, or CIK, on the SEC
website is 19617. As used in this amended and restated pricing supplement, “we,” “us” and “our”
refer to JPMorgan Chase & Co.
|
|
PS-9 | Structured Investments
Uncapped Contingent Buffered Return Enhanced Notes, with Downside
Digital Return, Linked to the Dow Jones
Industrial AverageTM |
|
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