JPMorgan Chase
Employee Stock Purchase Plan Prospectus
This document constitutes a prospectus covering securities that have been registered under the
Securities Act of 1933. The date of this document is October 1, 2016.
Note for Employees in EU Countries:
The information herein is provided to allow the offer made under the plan to fall within Article 4(1)(e) of the
Prospectus Directive (2003/71/EC).
Note for Hong Kong Employees:
The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised
to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document, you
should obtain independent professional advice.
Table of Contents
Page
3
Contact Information
Key Terms
4
Some Quick Facts
5
Description of the Plan
6
Rewards and Risks of Plan Participation
6
Administration
6
Eligibility
7
Employees Outside the United States
7
Enrollment
8
When to Enroll
8
How to Enroll
8
Contributions
8
How Much You Can Contribute
8
How You Contribute
9
How You Change Your Contributions
9
If You Sell Shares Through the Employee Stock Purchase Plan
9
How and When Contributions End
10
Stock Purchase and Ownership
10
How Shares Are Purchased
10
Purchase Dates
11
Maximum Shares
11
Stock Ownership
11
Accessing Your Shares
11
Taxpayer Certification
11
Dividends
14
Voting Rights
14
Policies Restricting Securities Transactions
14
Window Period
14
Personal Account Dealing (PAD) Policy
15
Quarterly Blackout Period
15
When Participation Ends
15
Tax Information
15
U.S. Taxpayer Certification
15
Form 3922 Reporting
16
U.S. Federal Income Tax Information
16
Dividends
16
Sale of Shares
16
Non-U.S. Tax Information
17
Other Tax-Related Information
17
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
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Table of Contents
Page
Other Important Information
17
Use of Data
17
Shareholder Approval
18
ERISA and PBGC
18
Plan Documents Control
18
Transferability
18
Right to Amend
18
No Contract of Employment
19
Information about JPMorgan Chase
19
Appendices
20
Appendix A: Transferring Shares
20
Reasons for Making a Share Transfer
20
How Transferring or Selling Shares Affects Plan Participation
20
How to Transfer Shares to a Common Stock Account at Computershare
21
Appendix B: Selling Shares
22
How to Sell Your Shares
22
Order Types
22
Payment Options
23
Selling Your Shares Online from Your Employee Stock Purchase Plan Account
24
Selling Your Shares via the Stock Programs Call Center
25
Transaction Requests
25
Fees
25
Appendix C: Managing Your Account
26
Keep Your Address Current
26
Choose How You Would Like to Receive Computershare’s Publications
26
Maintain Your Accounts to Avoid Loss of Assets
27
Statements
27
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
2
Contact Information
accessHR Contact Center
(Once enrolled in the plan, increase or
decrease contributions within plan limits at
any time.)
Call the accessHR Contact Center at 1-877-JPMChase (1-877-576-2427) and speak with a
representative.
Representatives are available Monday through Friday, from 8 a.m. to 8:30 p.m. Eastern
time, except certain U.S. holidays.
Those working outside the U.S. should contact their local Country Administrator.
Benefits Web Center
(Once enrolled in the plan, increase or
decrease contributions within plan limits at
any time.)
1. Go to My Rewards*
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click My Health under “Related Links”
3. Click Benefits Web Center under “Other Benefits”
Those working outside the U.S. should contact their local Country Administrator.
Stock Programs Call Center at
Computershare
(For questions related to your Employee
Stock Purchase Plan account or common
stock account at Computershare.)
Employee Stock Purchase Plan Web
Center (ESPP Web Center)
(You can perform certain account
transactions in your Employee Stock
Purchase Plan account at Computershare,
including selling shares.)
Contact Computershare at 1-800-982-7089 (or 1-201-680-6862 if calling from outside
the United States). The TDD number for participants with a hearing impairment is
1-800-231-5469 (or 1-201-680-6610 if calling from outside the United States).
Computershare’s automated system is available 24/7. Generally, customer service representatives are available
weekdays from 3 a.m. to 9 p.m. Eastern time, Monday through Friday, except New York Stock Exchange holidays. If
you would like to speak with a customer service representative in a language other than English, you can request a
non-U.S. language translator for assistance. If you are calling from outside the United States and are not calling
from your work location, you may make an operator-assisted call and request that the charges for the call be
accepted by Computershare.
1. Go to My Rewards*
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock
Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click Details for “Employee Stock Purchase Plan”
*A Single Sign-On password is required in order to access JPMorgan Chase websites. If you need to reset your Single Sign-On password, access
myTecHUB at mytechub.jpmorganchase.com from any device with an Internet connection. Also, you may need to authenticate your device. If you
have any issues authenticating, please follow the instructions on the authentication page – and keep your contact details on My Personal Profile upto-date so that you continue to receive important communications.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
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Key Terms
As you read this document, you’ll come across some important terms related to the Employee Stock Purchase Plan. To help you
better understand the plan, many of those important terms are defined here.
Term
Definition
After-Tax Contributions
A custodial account is automatically opened in your name when you elect to participate in the Employee
Stock Purchase Plan. Your account is credited with shares of common stock purchased on your behalf and
separately tracks your payroll deductions and reinvested dividends (if you opt for dividend reinvestment
rather than dividends paid in cash). Neither your accumulated payroll deductions nor your dividends earn
interest.
Contributions that are taken from your pay after applicable taxes have been withheld.
Account
Computershare Inc.
(Computershare)
Common Stock
The custodian and plan administrator.
Eligible Compensation
Generally, your base salary/regular pay plus applicable job differential pay (e.g., shift pay). It does not
include any annual bonuses, overtime, special recognition, or other incentive awards you might receive. In
certain situations, your Eligible Compensation may include other cash earnings (e.g., commissions, draws
and overrides) paid under certain non-annual incentive plans that provide compensation in lieu of base
salary. For most benefits plans, your Eligible Compensation is updated as changes occur throughout the
year.
Eligible Employees
Purchase Date
Purchase Price
Section 423
Service
Stock
Total Annual Cash
Compensation
The common stock, par value $1.00 per share, of JPMorgan Chase & Co., a Delaware corporation,
represented by the New York Stock Exchange listed symbol: JPM.
PLEASE NOTE:
• Various JPMorgan Chase plans have different definitions of Eligible Compensation.
• Separate definitions may apply to employees in certain sales positions who are paid on a
draw-and-commission basis. If this situation applies to you, you will be notified.
Active full-time or part-time employees regularly scheduled to work 20 or more hours a week with Total
Annual Cash Compensation less than $250,000 and a hire date on or before September 30 of the calendar
year of enrollment.
The last day of March, June, September and December on which trading is conducted on the New York
Stock Exchange.
The price used to purchase JPMorgan Chase common stock through the plan on your behalf. The price you
pay is equal to 95% of the average of the high and low sales prices of JPMorgan Chase common stock, set
forth on the New York Stock Exchange composite tape, on the purchase date.
For U.S. taxpayers, when you purchase shares from the Employee Stock Purchase Plan at a discount, you do
not pay or owe taxes on the discount at the time of purchase. For more information about Section 423 and
the taxability of the discount, see the “Tax Information” section of this document.
For non-U.S. taxpayers, local tax laws vary. Please consult with your local tax advisor.
The period of your employment beginning on your first day actively at work for JPMorgan Chase or a
designated subsidiary (even if the designated subsidiary was acquired during the plan year) and ending
when your employment with JPMorgan Chase or a designated subsidiary ends. For purposes of eligibility,
you must have been hired on or before September 30 of any calendar year to participate in the plan in the
following year. (You may make an election to participate only during an annual enrollment period.)
Shares of JPMorgan Chase common stock purchased through the plan.
Generally, your Total Annual Cash Compensation includes your annual rate of base salary/regular pay plus
any applicable job differential pay (e.g., shift pay) as of each August 1, plus any cash earnings from any
incentive plans (e.g., annual incentive, commissions, draws, overrides, and special recognition payments or
incentives) that are paid to or deferred by you for the previous 12-month period ending each July 31.
Overtime is not included. Your Total Annual Cash Compensation is recalculated as of each August 1 to take
effect the following January 1 and will remain unchanged throughout the year. For most employees hired
on or after August 1, Total Annual Cash Compensation will be equal to annual rate of base salary/regular
pay plus applicable job differentials. PLEASE NOTE: Separate definitions may apply to employees in certain
sales positions who are paid on a draw-and-commission basis. If this situation applies to you, you will be
notified.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
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Some Quick Facts
This page is an overview of the plan’s key features and other important information. Refer to the Table of Contents for
additional details included in this document.
Enrollment
Eligible employees may elect to participate in the Employee Stock Purchase Plan during the annual
enrollment period.
Contributions
To the extent permitted by applicable local law, you may contribute on an after-tax basis up to 20%
of your Eligible Compensation per pay period. In addition, contributions including reinvested
dividends are subject to a legal annual maximum share purchase of $25,000 divided by the fair
market value of JPMorgan Chase common stock on the first trading day of the year. Once you are
enrolled, you may increase or decrease your contributions within these limits at any time.
Stock Purchase
JPMorgan Chase common stock is purchased quarterly using your accumulated payroll
contributions as well as the reinvested quarterly dividends if enrolled in dividend reinvestment.
The purchase date for payroll contributions is the last day of March, June, September and
December on which trading is conducted on the New York Stock Exchange.
Dividends
Active employees participating in the Employee Stock Purchase Plan have the option to either have
dividends, if any, reinvested in the plan at the 5% discounted rate or paid in cash. The default
dividend payment method for new participants is dividend reinvestment.
Account Ownership
At the time of your first purchase, JPMorgan Chase common stock is credited to your shareholder
account on the Computershare transfer agent system that is linked to your employee Standard ID
(SID). If you do not have an existing account linked to your SID, a new account will be created for
you using your employee demographic information on record at the time of this first purchase.
Taxes
Taxation of stock is a complex topic. As neither JPMorgan Chase nor its representatives can provide
you with tax advice, you should seek the advice of a personal tax advisor.
Understand the Risks
Participation in the Employee Stock Purchase Plan is optional and carries risk, including potential
loss of your investment due to market fluctuations. You decide whether or not to participate in
the plan and the level of your participation. Before you elect to participate, carefully read this
Employee Stock Purchase Plan Prospectus and other available materials, and consult with your own
financial advisor.
Not a Fiduciary
The Employee Stock Purchase Plan is not subject to the terms of the Employee Retirement Income
Security Act of 1974 (ERISA). In addition, benefits under the plan are not guaranteed by the Pension
Benefit Guaranty Corporation (PBGC) or any other federal agency. The plan is administered to
comply only with the Securities Act of 1933, as amended and any applicable rules thereunder, and
Section 423 of the Internal Revenue Code. PLEASE NOTE: Neither this document nor the plan have
been reviewed or approved by any regulator.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
5
Description of the Plan
The general guidelines for participating in the Employee Stock Purchase Plan are
described in this document. The Employee Stock Purchase Plan provides eligible
employees with the opportunity to become an owner of JPMorgan Chase
by providing:
•
•
The ability to purchase the company’s common stock at a 5% discount without paying
a broker’s fee; and
The opportunity to increase your stock ownership through automatic reinvestment of
dividends, if any, at a 5% discount without paying a broker’s fee.
Participation in the Employee Stock Purchase Plan is optional. You decide whether or not
to participate in the plan and how much to contribute, within plan limitations. Once
enrolled in the plan, you may change the amount of your contribution at any time,
subject to plan limitations and restrictions as further described in this document.
This document describes the terms and conditions under which you may purchase
JPMorgan Chase common stock under the Employee Stock Purchase Plan. The plan itself
has a number of features that gives JPMorgan Chase flexibility in designating the terms
and conditions associated with the purchase of such shares. However, unless we
otherwise notify you, the terms and conditions in this document will govern your
purchase of shares under the plan.
Rewards and Risks of Plan Participation
Ownership of stock entails rewards and risks. The rewards come in the form of dividends,
if any, and the potential for gains resulting from increases in the stock price from the time
you purchase the stock. However, stocks do not always pay a dividend or increase in
value. In that regard, participation in the plan carries risk, including potential loss of all or
part of your investment due to adverse changes in the market price of JPMorgan Chase
common stock. The value of individual securities (such as JPMorgan Chase common stock)
can fluctuate over time and be more volatile than the market as a whole, and can
perform differently than the market as a whole. This volatility can be due to
developments particular to the financial services industry or to JPMorgan Chase, as well
as to economic, political, regulatory and market developments.
It’s a good idea to periodically reassess your plan participation. Think about your
tolerance for risk, the value of the shares of common stock you own, your current
financial situation and your future financial goals. Then consider whether your current
contribution and stock ownership levels continue to meet your needs.
Administration
The Compensation & Management Development Committee of the JPMorgan Chase
Board of Directors (or any successor committee, the “Committee”) administers the
Employee Stock Purchase Plan. The Committee is composed entirely of directors of
JPMorgan Chase who are not employees of JPMorgan Chase or any of our subsidiaries
and are not eligible to participate in the plan. The Committee may appoint agents to act
on its behalf.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
6
Subject to the express terms of the plan, the Committee has sole discretion to:
• Determine the subsidiaries whose employees will be eligible to participate in the
Employee Stock Purchase Plan and which employees of those subsidiaries are
eligible to participate;
• Administer and interpret the Employee Stock Purchase Plan;
• Establish, amend or rescind any rules and regulations relating to the Employee
Stock Purchase Plan;
• Determine the terms and provisions of any offers made under the Employee
Stock Purchase Plan;
• Make all other determinations necessary or advisable for the administration of
the Employee Stock Purchase Plan;
• Suspend or terminate the Employee Stock Purchase Plan; and
• In any manner and to any extent correct any defect, supply any omission, or
reconcile any inconsistency in the Employee Stock Purchase Plan or any offer
made under the plan.
Computershare has been appointed as the custodian and administrator of the plan.
Eligibility
Participation in the Employee Stock Purchase Plan is optional. Employees eligible to
contribute to the plan include:
• Full-time or part-time employees regularly scheduled to work 20 or more hours a
week;
• Employees with a hire date on or before September 30 of the calendar year of
their enrollment; and
• Employees earning Total Annual Cash Compensation of less than $250,000.
PLEASE NOTE: Separate definitions of Total Annual Cash Compensation may apply to
employees in certain sales positions who are paid on a draw-and-commission basis. If
this applies to you, you will be notified.
An individual classified or employed in a work status other than as a common-law
salaried employee by his or her employer is not eligible to participate in the plan even
if an administrative or judicial proceeding subsequently determines that the
individual was a common-law salaried employee.
These include individuals classified as:
• Independent contractor/agent (or its employee);
• Hourly-paid employee;
• Intern; and/or
• Occasional/seasonal, leased or temporary employee.
Employees Outside the United States
If you are employed by JPMorgan Chase or a designated subsidiary outside the United
States, you are eligible to participate in the plan as long as you meet the plan’s
eligibility requirements and the laws of the country in which you work allow for your
participation, including laws pertaining to securities, currency and payroll. However,
before enrolling in the plan, you should consult with a tax advisor, as the tax
consequences of participation may be significantly different from the United States
income tax code. Please contact your Country Administrator if you have questions
regarding the Employee Stock Purchase Plan. (The accessHR Contact Center provides
support for U.S.-paid employees only.)
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
7
PLEASE NOTE:
If you earn Total Annual
Cash Compensation of
$250,000 or more, you are
not eligible to participate in
the plan. Total Annual Cash
Compensation is determined
as of August 1 of each year
for the following calendar
year and remains unchanged
throughout the year. If you
previously participated in the
plan and continue to have a
balance in the Employee
Stock Purchase Plan account
at Computershare, dividends
declared by the Board of
Directors on any shares of
common stock will continue
to be used to purchase new
shares of JPMorgan Chase
common stock as long as you
remain an active employee,
JPMorgan Chase can legally
operate the plan in your work
country, and you meet the
eligibility criteria for the plan.
(See the “Dividends” sections
of this document for further
information).
It is important to familiarize
yourself with the restriction
policies relating to
participation and transacting
in the Employee Stock
Purchase Plan. Please review
the “Policies Restricting
Securities Transactions”
section of this document.
Enrollment
When to Enroll
• As an eligible JPMorgan Chase employee, you may elect to participate in the Employee
Stock Purchase Plan during the annual enrollment period. If you decide not to enroll
when you are first eligible, you may enroll in any later year, but only during the annual
enrollment period. Mid-year enrollment is not allowed.
• If you are already contributing to the Employee Stock Purchase Plan and remain
eligible for the next year, review your deduction election information during the
annual enrollment period. Elections will automatically carry over to the next plan year
based on the amount of your contribution as of the last pay date of the current
calendar year.
How to Enroll
• If you are a U.S. benefits-eligible employee, you can enroll online during the annual
enrollment period via the Benefits Web Center on My Rewards > My Health or by
calling the accessHR Contact Center.
• If you are an eligible employee outside the U.S., you can enroll during your country’s
designated enrollment period by completing the plan enrollment form or by enrolling
online via your local benefits site. Please contact your Country Administrator for
further details.
You are encouraged to validate your payroll deduction in January, following the start of a
new offering period. If you do not agree with the deduction, contact the accessHR
Contact Center or your Country Administrator immediately.
Employees Paid in
Non-U.S. Currency
If you are an eligible
employee who is not paid in
U.S. dollars on the U.S.
payroll system, your local
payroll department will
deduct the elected amount
from your pay provided that
there are no currency
restrictions applicable to
remitting currency outside of
the country in which you
work. Your payroll
department will then send
the U.S. dollar funds, based
on the applicable exchange
rate, for processing. The
timing of the foreign currency
exchange may vary based on
country. Please contact your
local Country Administrator if
you have questions.
PLEASE NOTE: By enrolling in the Employee Stock Purchase Plan through the JPMorgan
Chase Benefits Web Center or the accessHR Contact Center, you are authorizing
JPMorgan Chase to withhold from your Eligible Compensation the amount you specify to
purchase shares of common stock under the plan. Your authorization to begin payroll
deductions also constitutes your agreement that all purchases of common stock will be in
accordance with the terms and conditions of the plan, as amended from time to time. For
participants employed outside the United States, your enrollment election constitutes
your authorization for payroll deductions and your agreement to the terms and
conditions of the plan.
Contributions
How Much You Can Contribute
You decide how much to contribute toward the purchase of shares under the Employee
Stock Purchase Plan. The elected contribution amount is deducted from your Eligible
Compensation each pay period, subject to plan limits noted below:
• 20% of your Eligible Compensation per pay period; and
• Subject to an annual maximum share purchase of $25,000 divided by the fair market
value of JPMorgan Chase common stock on the first trading day of the year (including
reinvested dividends).
With respect to participants who are paid by U.S. Payroll, all contributions are made with
after-tax dollars, meaning that contributions are deducted from your pay after
federal/regional and, in most cases, state and/or local income taxes have been withheld.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
8
The Employee Stock Purchase Plan is designed to comply with all applicable laws
and regulations. As a result, additional limits on contributions or stock
ownership may apply. If additional limits are imposed that would affect your
contributions, you will be notified.
In addition to the above individual contribution limits, the total number of
shares of common stock that can be purchased by all plan participants in any
year is subject to a maximum. Participants will be notified if they are affected by
this limit.
How You Contribute
Payroll deductions will be taken from your regular pay and will begin with your
first pay in January. However, a deduction cannot be taken in any pay period in
which your net compensation after taxes and your before-tax benefits
deductions, for whatever reason, do not cover the payroll deduction amount
you’ve elected. A partial deduction cannot be taken.
The money you contribute is used to purchase shares of common stock on your
behalf. For more information, please refer to the “How Shares Are Purchased”
section of this document. The accumulated payroll deductions do not earn
interest.
How You Change Your Contributions
Once you are enrolled, you may increase or decrease your contributions within
plan limits at any time. However, there are restrictions for certain employees
(please refer to the “Policies Restricting Securities Transactions” section of this
document for additional information).
• U.S. employees may make contribution changes or stop contributions
at any time via the Benefits Web Center on My Rewards or by
contacting the accessHR Contact Center.
• Employees outside the United States should contact their local
Country Administrator.
Any changes that you request will go into effect as soon as administratively
feasible after your request is processed. If you stop contributing via payroll
deductions, you cannot resume contributing via payroll deductions until you
enroll during a subsequent annual enrollment period. Any contributions already
deducted from your pay will be used to purchase stock on the next purchase
date. No refund will be issued. Declared dividends on shares held in your
account will continue to be invested automatically at the 5% discount if you
remain actively employed, meet the plan eligibility requirements, the plan can
be legally operated in your work country and you have not elected to receive
cash dividends.
If You Sell Shares Through the Employee Stock Purchase Plan
If you sell shares through the plan, your contributions will continue.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
9
How and When Contributions End
Several situations could cause your payroll contributions to the Employee Stock Purchase
Plan to end.
Contributions will end as soon as administratively feasible in the following situations:
• You elect to stop contributing;
• You relocate to a country in which the laws preclude the offering of the shares under
the Employee Stock Purchase Plan;
• The country in which you work precludes the export of its currency for the purpose
of purchasing shares or laws preclude payroll deductions;
• You purchase the maximum number of allowable shares of common stock for
the year;
• As a result of the termination of the Employee Stock Purchase Plan; or
• The termination of your JPMorgan Chase employment.
Contributions will end effective for the next plan year in the following situations:
• You change to an ineligible work status (for example, becoming regularly scheduled
to work fewer than 20 hours per week);
•
Sample Calculation of
Shares Purchased
Based on Semi-Monthly Payroll
Deductions
Contribution per
pay period
Total Quarter
Contribution
Purchase Date
$25.00
$150.00
December 31
NYSE composite
tape Low
$54.00
NYSE composite
tape High
$55.50
Average of the
High and Low
$54.75
95% of the
Average
$52.01
Purchase Price
$52.01
Shares Purchased
(Total Quarter Contribution divided
by the Purchase Price)
Number of
Shares Purchased
Your Total Annual Cash Compensation is $250,000 or more.
Stock Purchase and Ownership
A summary of how JPMorgan Chase common stock is purchased under the Employee
Stock Purchase Plan and your rights as a shareholder are provided below.
How Shares Are Purchased
If you participate in the Employee Stock Purchase Plan, your payroll deductions
are accumulated and, on the designated purchase date, used to purchase
JPMorgan Chase common stock on your behalf.
The number of shares purchased depends on:
• The amount of your payroll deductions and/or reinvested dividends; and
• The purchase price of the stock.
You pay 95% of the average of the high and low sales prices of JPMorgan Chase common
stock on the purchase date. In other words, you receive a 5% discount on JPMorgan
Chase common stock. Additionally, you will not pay any broker’s fees. For example,
suppose the lowest sales price on the date of purchase is $54.00, and the highest sales
price is $55.50. The discounted price for plan participants is 95% of the average amount
($54.75), or $52.01 (see example in the sidebar at left).
Often, the amount of your payroll deductions and/or reinvested dividends will not be
sufficient to buy a full share of stock. The plan will purchase as many full shares as
possible and will then use any remaining amount to buy a fraction of a share. Your
payroll purchases and reinvested dividends, if any, are tracked separately within the
Employee Stock Purchase Plan account.
2.8841
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
10
Purchase Dates
The purchase date for payroll contributions is the last day of March, June,
September and December on which trading is conducted on the New York Stock
Exchange. The shares purchased with your contributions will be added to your
payroll purchase register within your account as soon as administratively
possible after the purchase date. Reinvested dividends, if any, will be purchased
as of the dividend payable date and added to your dividend reinvestment
register within your account as soon as administratively possible.
Maximum Shares
Under United States tax laws that govern the plan and plan rules, the maximum
number of shares you can purchase annually is equal to $25,000 divided by the
fair market value share price on the first New York Stock Exchange trading day in
January. The maximum number of shares includes both shares purchased with
your after-tax payroll contributions as well as any shares purchased with your
dividend contributions. Under the United States Internal Revenue Code, the plan
may also be required to limit the total number of shares that may be purchased
by all eligible employees. If these restrictions affect you, you will be notified.
Stock Ownership
When you buy stock through the Employee Stock Purchase Plan, you become a
shareholder. Shareholders are the owners of JPMorgan Chase. The shares
bought on your behalf are credited to your account, and the shares are
registered by the custodian, Computershare.
Accessing Your Shares
Depending upon your individual shareholder relationship with JPMorgan Chase,
Computershare has potentially three classes of stock with two registers, all of
which are displayed separately. For your Employee Stock Purchase Plan class,
the two distinct registers include:
1. Your underlying base shares (shares you acquire via payroll deductions)
2. Your dividend reinvested shares
Taxpayer Certification
If you plan to retain or sell your shares in your common stock account, please
complete your tax certification with Computershare prior to the sale of shares or
by the dividend record date prior to the dividend payment date.
Tax certification generally involves completing either a Form W-9 (Request for
Taxpayer Identification Number and Certification) if you are a U.S. citizen or
resident alien or Form W-8BEN (Certificate of Foreign Status of Beneficial Owner
for U.S. Tax Withholding) if you are not a U.S. citizen or resident alien and
submitting it to Computershare to establish and document your tax status.
Accounts without a completed Form W-9 or W-8BEN on file are subject to U.S.
tax on sale proceeds and dividend payments. Computershare does not refund
any tax deducted from a processed transaction.
•
Form W-9 (a U.S. citizen or resident alien)
By submitting a properly executed Form W-9, Computershare, in most cases,
will not be obligated to withhold 28% U.S. federal backup withholding and
possibly U.S. state backup withholding on payments from the sale of shares
and dividends.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
11
•
Form W-8BEN (not a U.S. citizen or resident alien)
By submitting a properly executed Form W-8BEN and supporting documentation
when applicable, Computershare will not be obligated to withhold 28% U.S. tax
(backup withholding) on payments from the sale of shares; however, U.S. tax
(nonresident alien withholding) on dividends is based on the country of residence for
income tax purposes and treated as follows:
–
If you do not submit a Form W-8BEN, you will be subject to 28% U.S. tax (backup
withholding) on payments from dividends.
–
If you submit a properly executed Form W-8BEN and your country of residence
for income tax purposes has an income tax treaty with the U.S, you may be
eligible for a reduced rate of U.S. tax (nonresident alien withholding) on your
dividend payments if your properly completed Form W-8BEN with a proper claim
of treaty and supporting documentation where applicable is submitted to
Computershare by the dividend record date prior to the payment. The current
withholding rates on dividends paid to non-U.S. individuals who are eligible for
treaty relief can be obtained at www.irs.gov.
–
If you submit a properly executed Form W-8BEN and your country of residence
does not have an income tax treaty with the U.S. or Computershare cannot
determine your resident country or you do not elect a reduced treaty rate, you
will be subject to 30% U.S. tax (nonresident alien withholding) on payments from
dividends.
To confirm and/or complete your tax certification for your Employee Stock Purchase Plan
account, please take the following actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click My Profile on the right side of the page
6. Click Update in the “Tax Certification” box
7. If you previously completed a Form W-9 or Form W-8BEN, your tax information is
displayed. If the information and tax form displayed are correct, no action is required
at this time; otherwise, proceed to #8
8. Click Amend
9. In the “What is your status?” section, click the appropriate button indicating whether
you are a U.S. citizen or resident alien (Form W-9) or not a U.S. citizen or resident
alien (Form W-8BEN) and click Next
10. Complete required sections
a) Form W-9 (a U.S. citizen or resident alien)
 Enter and/or confirm your address on file
 “Taxpayer Identification” - enter and/or confirm your nine-digit U.S. Taxpayer
Identification Number (usually your Social Security number)
 “Federal Tax Classification” - “Individual/Sole Proprietor or Single Member
LLC” is the default
 “Certification of Taxpayer Identification Number”: click the appropriate
button for Question #2
(For Question #2: You must select one of the buttons to be certified correctly. If you select the button
that indicates that you are subject to backup withholding, you will be subject to U.S. backup
withholding and possibly U.S. state backup withholding even if you are certified; therefore you may
want to make that selection only if the IRS has notified you that you are subject to backup
withholding)
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
12
Form W-8BEN (not a U.S. citizen or resident alien)
 Enter and/or confirm your address on file
 “Tax Identification Numbers” - enter your U.S. Taxpayer Identification
Number if you have one; if not, enter your date of birth in MM/DD/YYYY
format in the box next to “Date of Birth”
 “Permanent Residency”
– Select the country of your citizenship from the drop-down
– Confirm that the permanent address displayed in the above section is
correct or enter permanent address
 “Treaty Benefits”
– Complete the “Claim of Tax Treaty Benefits”
11. Click Next and an empty box will appear on bottom of the page
12. In the empty box, type your birth date in MM-DD-YYYY format and click Next
13. If you have successfully completed your tax form and certified your account,
the “Confirmation” page displays, indicating that your certification instructions
have been received; Form W-9 tax certifications do not expire; Form W-8BEN
tax certifications are generally valid for three years, and will expire on the last
day of the third succeeding calendar year.
b)
THERE ARE SOME CIRCUMSTANCES WHEN YOU CANNOT CERTIFY YOUR ACCOUNT ONLINE AND MUST MAIL A
FORM W-9 OR FORM W-8BEN TO COMPUTERSHARE:
You cannot certify your account online and will be required to print a copy of the tax form, complete and mail the
original signed form to Computershare for the following reasons:
• Form W-9:
• Form W-8BEN:
If your address includes a P.O. Box or “In Care Of” address.
1. If your address includes a P.O. Box, “In Care Of” address, or U.S. address*
2. If your permanent resident country for income tax purposes differs from your country
of citizenship*
3. If you have a U.S. phone number or U.S. bank account associated with your account*
*For any of these three situations, a copy of your passport, driver’s license or birth
certificate and a letter of explanation must be provided with your Form W-8BEN for
Computershare to consider a reduced U.S tax rate for your transactions. For #2 above,
the letter of explanation should advise why your permanent resident country for tax
purposes differs from your country of citizenship. For #3 above, the letter of explanation
should advise why you have a U.S. phone number, U.S. bank account or any other
information which indicates a U.S. affiliation.
Tax forms can be obtained at www.irs.gov. Please keep a copy for your records, and mail the completed original
signed form and any necessary additional documents to:
Computershare Inc.
c/o JPMC Response Team
480 Washington Boulevard, 26th Floor
Jersey City, NJ 07310
USA
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
13
Dividends
A benefit of stock ownership is your entitlement to dividends, if declared. The Board of
Directors of a company determines the amount, if any, of the dividends to be paid to the
shareholders, and how often. The amount each shareholder receives depends on the
amount of the dividend per share and the number of shares each shareholder owns. Any
declared dividends currently are paid at the end of the month in January, April, July and
October based on your holdings as of a specified date, generally the 6th calendar day of
the respective month.
Active employees participating in the Employee Stock Purchase Plan have the option to
either have dividends reinvested in common stock of JPMorgan Chase at the 5%
discounted rate or paid in cash. New participants will automatically have their dividends
reinvested but this payment method may be changed as explained below.
To make an election for dividend reinvestment or cash dividends, please take the following
actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click My Profile on the right side of the page
6. Click Update in the “Dividend Elections” box
7. “Summary of Eligible Holdings” is displayed, advising holding(s) and your current
dividend payment election
8. Click Change Election for “Employee Stock Purchase Plan”
9. Under “Dividend Reinvest Options” choose an option for payment of dividends by
clicking the corresponding button; choices are “Full Dividend Reinvestment” or “All
Dividends Paid in Cash”
10. Click Next
11. Validate your election and click Submit
12. Print “Confirmation” and note the reference number
13. Dividends paid in cash will be paid by U.S. Dollar check or in accordance with your
“Banking Details” election on file (see “Payment Options” section of this document)
Voting Rights
As a shareholder, you’ll have the right to vote on issues presented at the annual
shareholders’ meeting or any other shareholders’ meeting at which the holders of
JPMorgan Chase common stock are entitled to vote. Each year, you will receive
information and a proxy ballot, along with instructions for returning your ballot by mail,
by phone or via the Internet (whichever you choose). Your votes correspond to the
number of shares you own.
Policies Restricting Securities Transactions
Window Period
Participants subject to window restrictions can only conduct a transaction involving
JPMorgan Chase securities in the Employee Stock Purchas Plan, including the sale of
shares, during an open “window period.” If you are affected by this restriction, you will be
notified. If you are uncertain whether a transaction is subject to the window requirement,
you should obtain preclearance.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
14
Personal Account Dealing (PAD) Policy
The Personal Account Dealing (PAD) Policy requires preclearance of all securities
transactions. You will be notified by the Personal Account Dealing Group if you are
subject to this policy. If you are subject to the Firm-wide Personal Account Dealing
Policy, you are required to preclear the sale of any shares of JPMorgan Chase
common stock acquired under the Employee Stock Purchase Plan via the iComply
portal from the intranet; however, there is no requirement at this time to obtain
preclearance approval for enrolling, electing dividend reinvestment or changing
contribution amounts in the Employee Stock Purchase Plan. Active employees can
also access the Personal Account Dealing Website from the intranet for policy related
information, links to important forms, and Compliance/Global Personal Account
Dealing contact information. Please follow the preclearance requirements related to
your region or line of business to seek approval.
Quarterly Blackout Period
The Quarterly Blackout Period restricts PAD subject employees from initiating
transactions in JPMC securities and JPMC equivalents during the two-week period
that begins at the end of a quarter and ends on the day after that quarter’s earnings
are announced. The blackout applies to all employees that are subject to the PAD
Policy. Even if you are not subject to the PAD policy, you are encouraged to observe
the quarterly blackout.
When Participation Ends
If your employment with JPMorgan Chase ends for any reason, your participation in
the plan will end immediately after the purchase date following the date of your final
regular salary payment. As long as it is legally permissible, the shares in your account
will remain in the Employee Stock Purchase Plan account until you transfer or sell
them; however, your dividend payment method will be changed to payment by U.S.
Dollar check or another form of cash payment. Former employees of JPMorgan Chase
are not eligible for the 5% discount on shares purchased with dividend contributions.
If you prefer to continue to have your dividends reinvested, please contact
Computershare and request that they transfer your balance to a general shareholder
account and set up your newly established account for dividend reinvestment.
Tax Information
Taxation of stock is a complex topic, subject to frequent change. Decisions you make
concerning the disposition of stock may affect your tax liability. Because neither
JPMorgan Chase nor its representatives can provide you with tax advice, you should
seek the advice of a personal tax advisor before selling shares of stock. In fact, you
may want to consult a personal tax advisor before participating in the plan, to ensure
that you make the best enrollment decisions based on your own personal tax
situation.
U.S. Taxpayer Certification
Form W-9 and Form W-8BEN allow you to certify your tax status. Please refer to the
“Taxpayer Certification” section of this document. All shareholders are required to
certify their status for income tax purposes. Failure to certify your tax status will
result in either backup withholding or nonresident alien withholding U.S. tax.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
15
It is your responsibility to
understand and comply with
the restrictions set forth in
the Personal Account Dealing
Policy. Policy violation notices
may be issued for noncompliance.
Form 3922 Reporting
JPMorgan Chase is required to report participation in the Employee Stock Purchase Plan
by U.S. taxpayers to the IRS on a Form 3922 at the time shares are transferred. For
purposes of this reporting, JPMorgan Chase will transfer shares at the time of purchase
and Form 3922 will be issued in the following calendar year.
U.S. Federal Income Tax Information
The following information applies to participants subject to U.S. income taxes.
The plan is an employee stock purchase plan described in Section 423 of the Internal
Revenue Code and is not qualified under Section 401 of the Code, nor subject to ERISA.
You will not realize taxable income upon the offer to purchase or upon your purchase of,
shares under the plan.
Dividends
For most taxpayers, qualified dividend income from investments in JPM common stock
under the plan will be subject to a 15% tax rate, except for taxpayers whose ordinary
income tax rate is 39.6%. In that case, the rate will be 20%. Additionally, for certain
taxpayers, the Affordable Care Act imposes an additional 3.8% tax on certain net
investment income, which would include dividends.
Sale of Shares
If you sell or otherwise dispose of shares of common stock purchased under the plan
(including certain dispositions such as gifts), you’ll recognize ordinary income in the
following amounts:
•
Holding Period Is Not Satisfied
If you dispose of shares within two years from January 1 of the calendar year in which
you purchased the shares, or within one year after the purchase of the shares:
– You will be taxed on the 5% discount. It will be treated as ordinary income.
– Your basis in the stock is increased by the amount of this ordinary income. The
difference between your increased basis and the selling price of the stock is a
capital gain or loss.
•
Holding Period Is Satisfied
If you dispose of the shares after the one-year and two-year periods referred to
above, the lesser of the following amounts will be taxable to you as ordinary income:
– The excess of the full fair market value of stock on the grant (Form 3922 box 3)
over the exercise purchase price (Form 3922 box 8); in other words the 5%
discount is taxable; or
– The excess, if any, of the market value of the shares at the time of your
disposition over the amount paid by you for those shares.
If you dispose of shares in a taxable disposition, the excess of your adjusted tax basis over
the amount realized will be a capital gain to you. Your adjusted tax basis in the shares of
common stock you acquire under the plan initially will be your purchase price for those
shares increased by the taxable ordinary income described above. If you have a loss from
the sale, it is a capital loss.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
16
Because you must make these calculations on a share-by-share basis — and you’ll
have a different adjusted tax basis and holding period for the shares you acquire each
quarter — you should keep careful records regarding the tax basis and number of
shares you acquire under the plan each quarter and the amount of ordinary income
you must recognize upon the disposition of those particular shares. You should
consult a tax advisor concerning the permissible methods of designating shares
subject to a sale or other disposition and whether such a designation would affect
the tax consequences to you.
Non-U.S. Tax Information
If you are subject to non-U.S. taxes, different tax rules may apply to you. Be sure to
consult with a tax advisor for information on how taxes will affect you.
Please be advised that if you are required to and do not provide a properly
completed IRS Form W-8BEN, nonresident alien withholding U.S. tax will be applied
to your dividend payments and U.S. tax (backup withholding) will be applied to your
sale proceeds. Computershare will also file with the IRS and furnish to you a
Form 1042-S and/or 1099-DIV for dividends or a Form 1099-B for sale proceeds.
Please consult with your tax advisor if you have any questions.
Other Tax-Related Information
Here are some additional tax guidelines for participants in the Employee Stock
Purchase Plan:
•
•
•
If you sell or otherwise dispose of the shares you purchase or hold under the
plan, you may owe separate state and local income taxes. (Again, if you live
outside the United States, different tax rules may apply. You should consult with
a tax advisor on these issues.)
The actual price paid for shares is documented on your account statement from
Computershare. Please keep all account statements for tax purposes.
Should you sell any of your shares, you will also receive a Form 1099-B detailing
your stock sale proceeds.
Dividends are reportable as income for the year in which they are used to buy stock
or paid to you. All U.S. participants in the Employee Stock Purchase Plan will receive a
record of any dividend payments on a Form 1099-DIV, and non-U.S. participants will
receive a Form 1042-S and/or 1099-DIV, which will be provided on an annual basis.
Other Important Information
Use of Data
By electing to participate in the Employee Stock Purchase Plan (“Plan”), you have
agreed that:
• JPMorgan Chase may withhold from your pay the amount that you have agreed
to contribute to the Plan and use such amount to acquire shares of JPMorgan
Chase & Co. common stock in accordance with the terms of the Plan.
• JPMorgan Chase may use your personal data within its controlled group of
subsidiaries and affiliates for purposes of (i) payroll activities, (ii) tax withholding
and regulatory reporting which may include, but is not limited to, the United
States, your work country and country of residence, (iii) registration of shares,
(iv) establishing a common stock account on your behalf, (v) recording your
account for compliance purposes, (vi) enabling third-party vendors with whom it
has contracted to administer the Plan, and (vii) all other lawful purposes. You
acknowledge that your personal data will be transferred to locations that do not
have the same data privacy as your work country or country of residence. You
may terminate this authority at any time [except with respect to (ii) and (vii)];
however, your participation in the Plan will end.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
17
Shareholder Approval
The plan was approved by shareholders on May 15, 2001 and has an indefinite duration.
ERISA and PBGC
The Employee Stock Purchase Plan is not subject to the terms of ERISA. In addition,
benefits under the plan are not guaranteed by the PBGC or any other federal agency. The
plan is administered to comply only with the Securities Act of 1933, as amended and any
applicable rules thereunder, and Section 423 of the Code.
If you are deemed to be an affiliate of JPMorgan Chase, you may only make reoffers or
resales of shares purchased by you under the plan as follows:
• Pursuant to a “reoffer prospectus” complying with the provisions of the Securities
Act of 1933 and the rules and regulations under that Act;
• In compliance with Rule 144 under the Securities Act of 1933; or
• In a transaction otherwise exempt from the registration requirements of the
Securities Act of 1933.
For purposes of the restrictions described in the preceding paragraph, an “affiliate” of
JPMorgan Chase is, generally, a director or executive officer of JPMorgan Chase or a
person who directly or indirectly controls, is controlled by, or is under common control
with, JPMorgan Chase.
If you are not deemed to be an affiliate of JPMorgan Chase, you may generally resell
shares acquired under the Employee Stock Purchase Plan, unless you are subject to the
restrictions described in the “Policies Restricting Securities Transactions” section of this
document.
Plan Documents Control
This document is a summary of the plan documents and may not contain all the
information important to you. We urge you to read the text of the plan documents. You
may obtain a copy of the plan documents and information regarding the plan and its
administration, at no cost, upon written or oral request to:
Office of the Secretary
JPMorgan Chase & Co.
270 Park Avenue, 38th Floor
Mail Code: NY1-K721
New York, New York 10017
Telephone: 1-212-270-6000
Transferability
You may not transfer any of your rights or obligations under the plan. The plan does not
prohibit you or any of your creditors from imposing a lien on any assets held for your
account under the plan.
Right to Amend
JPMorgan Chase reserves the right to amend, modify, suspend, reduce or curtail benefits
under, or terminate the Employee Stock Purchase Plan at any time, upon the approval of
the Board of Directors and/or shareholders (if required by applicable laws).
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
18
No Contract of Employment
Neither this prospectus nor the benefits described in this prospectus create a
contract of employment or a guarantee of employment between JPMorgan Chase
and any individual (or a guarantee that you will be able to participate in the
Employee Stock Purchase Plan in the future). Your employment is always on an
at-will basis. JPMorgan Chase or you may terminate the employment relationship
without notice at any time.
JPMorgan Chase also reserves the right to amend any of the plans and policies, to
change the method of providing benefits, to change the eligibility requirements, to
curtail or reduce future benefits, or to terminate at any time for any reason any or all
of the plans and policies described in this prospectus. Official plan documents control
the payment and accrual of benefits — not this document.
Information about JPMorgan Chase
In connection with the offering of the common stock of JPMorgan Chase & Co. under
the Employee Stock Purchase Plan, the following constitute the prospectus meeting
the requirements of Section 10(a) of the Securities Act of 1933 relating to that
common stock:
1. The information set forth in this document.
2. Any other written documents delivered to participants updating or revising the
information on pages 1-27 of this document including appendices. Those
documents will contain a legend indicating that they constitute a part of the
prospectus covering the common stock being offered under the Employee Stock
Purchase Plan.
3. Each of the following documents filed by JPMorgan Chase & Co. with the
Securities and Exchange Commission is incorporated by reference in this
prospectus:
• The most recent annual report on Form 10-K of JPMorgan Chase & Co.;
• All other reports filed by JPMorgan Chase & Co. under Section 13(a) or 15(b)
of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report on Form 10-K referred to above.
• The description of common stock contained in the JPMorgan Chase & Co.
Registration Statement on Form 10 (File No. 1-5805) relating to the
registration of the common stock under Section 12(b) of the Securities
Exchange Act of 1934, and any amendment or report filed for the purpose of
updating that description.
You may request a copy of the documents mentioned in “Information about
JPMorgan Chase” at no cost, upon written or oral request to:
Office of the Secretary
JPMorgan Chase & Co.
270 Park Avenue, 38th Floor
Mail Code: NY1-K721
New York, New York 10017
Telephone: 1-212-270-6000
The contents of this document have not been reviewed by any regulatory authority. You are advised
to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this
document, you should obtain independent professional advice.
The reports that JPMorgan Chase files with the Securities and Exchange Commission (SEC) are also
available on the SEC’s website (www.sec.gov) and on JPMorgan Chase’s investor relations website
(http://investor.shareholder.com/jpmorganchase). No websites that are cited or referred to in this
document shall be deemed to form part of, or to be incorporated by reference into, this document.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
19
Appendix A to a Prospectus Dated October 1, 2016
TRANSFERRING SHARES
All stock purchased on your behalf is held in your Employee Stock Purchase Plan account. A transfer involves
removing the applicable shares of stock from the Employee Stock Purchase Plan and transferring those shares to a
book-entry common stock account at Computershare or to your brokerage account. The dividends on the shares
transferred to a common stock account at Computershare will be paid in cash unless you elect to have the dividends
reinvested; however, if you opt for reinvestment, the dividend will not be reinvested at the 5% discount rate.
If you would like to transfer shares from your Employee Stock Purchase Plan account to your brokerage account,
first transfer them to a common stock account at Computershare (instructions follow); then call Computershare for
instructions to transfer shares from your common stock account to your brokerage account.
PLEASE NOTE: The transfer of shares of common stock may have tax consequences. Be sure to consider the tax
impact and/or consult with your financial advisor in advance of making decisions related to your stock.
Reasons for Making a Share Transfer
•
You would like to transfer ownership of your stock, but by law, the stock purchased under the Employee
Stock Purchase Plan can be held in your name only.
If you would like to transfer shares to your spouse or your children, or to someone else as a gift, you must first
transfer your shares from your Employee Stock Purchase Plan account to a book-entry common stock account
at Computershare or to your brokerage account.
•
You would like to have shares in certificate form.
By contacting the Stock Programs Call Center, you may request that shares be transferred to a common stock
class and certificates be issued for all or some of the full shares held in your account (certificates are not issued
for fractional shares). You should note that if you request a certificate, you are responsible for the safekeeping
of that certificate. If the certificate is lost or destroyed, you will likely incur substantial fees for the
indemnification on the replacement of the underlying shares.
How Transferring or Selling Shares Affects Plan Participation
Transferring or selling shares from the plan does not affect your plan participation. You may continue to contribute
to your Employee Stock Purchase Plan account, and stock will continue to be purchased on your behalf. Dividends
on the shares remaining in your Employee Stock Purchase Plan account can be reinvested to purchase shares at the
5% discounted price if you are an active employee or paid in cash in accordance with your election. Once shares are
transferred from the plan, any dividends payable on those shares will not be reinvested to purchase additional
shares at the plan’s 5% discounted price.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
20
How to Transfer Shares to a Common Stock Account at Computershare
You can transfer your shares from your Employee Stock Purchase Plan account to a book-entry common stock
account at Computershare.
To transfer your shares to a common stock account at Computershare, please take the following actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click Details for “Employee Stock Purchase Plan”
6. Click Transact at the top of the page
7. Make sure “Employee Stock Purchase Plan” displays under “All Transactions”
8. Click Issue Shares on the “Shares Available for Transfer” line
9. Select the number of shares you wish to transfer:
– All available shares (fractional portion will be sold and sent to you via check)
– Specific number of shares (whole share amounts only))
– Specific share lots
10. Click Next to continue
11. Review the summary page and click Next
12. Print “Confirmation” which shows the shares that will be transferred to a common stock account at
Computershare and provides your confirmation number
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
21
Appendix B to a Prospectus Dated October 1, 2016
SELLING SHARES
You can sell some or all of your shares at any time, subject to market availability and preclearance requirements for
certain employees (see the “Policies Restricting Securities Transactions” section of this document for more
information). PLEASE NOTE: When selling shares through Computershare, either online via the web center or
through a customer service representative, you are authorizing Computershare to act as your agent to transact the
sale. You must agree to Computershare’s terms and fees associated with the transaction prior to execution. All sales
are subject to market conditions, system availability and other factors. The actual sale date or price received for any
shares sold through the plan cannot be guaranteed.
How to Sell Your Shares
You can sell all or some of the shares as follows:
• Selling your shares online via the ESPP Web Center.
• Selling your shares by phone through the Stock Programs Call Center. (Additional fees apply. See “Fees” section of
this document.)
Order Types
You can sell your shares through a market order, limit order or batch order transaction as described below:
•
Market Order
A request to sell shares at the prevailing market price when the trade is executed. If such an order is placed during
market hours, Computershare will promptly submit the shares to an affiliated broker for sale on the open market
(such orders cannot be cancelled). If such an order is placed outside of market hours, Computershare will submit
the shares to an affiliated broker on the next trading day. Sale proceeds equal the market price that the broker
receives for the shares, less applicable fees and taxes, if required.
•
Limit Order Day
An order to sell your shares when and if the stock reaches a specific price on a specific day. The order is
automatically cancelled if the price is not met by the end of that trading day on which you entered the order (or,
for orders placed outside of market hours, the next trading day). Depending on the number of shares being sold
and current trading volume in the shares, your order may only be partially filled, in which case the remainder of
your order will be cancelled. Additionally, based on when your limit order was placed in relation to other similar
priced limit orders, your order may not be executed. Sale proceeds equal the market price that the broker receives
for your shares, less applicable fees and taxes, if required.
•
Limit Order Good-Till-Cancelled (GTC)
An order to sell your shares when and if the stock reaches a specific price at any time while the order remains open
(up to 90 days). Depending on the number of shares being sold and current trading volume in the shares, sales may
be executed in multiple transactions and may be traded on more than one day. The order (or any unexecuted
portion thereof) is automatically cancelled if the price is not met by the end of the order period. Additionally, based
on when your limit order was placed in relation to other similar priced limit orders, your order may not be
executed. The order also may be cancelled by the applicable stock exchange or by shareholder request. Sale
proceeds equal the market price that the broker receives for your shares, less applicable fees and taxes, if required.
•
Batch Order
Computershare will combine the shares being sold through the plan by all plan participants. Shares are then
periodically submitted in bulk to an affiliated broker for sale on the open market. Shares will usually be sold within
one business day after Computershare receives a participant’s request, but no later than five business days
(except where deferral is necessary under state or federal regulations). Depending on the number of shares being
sold and current trading volume in the shares, bulk sales may be executed in multiple transactions and over more
than one day. Once entered, a batch order request cannot be cancelled. Sale proceeds equal the market price that
the broker receives for the shares (or, if more than one trade is necessary to sell all of the plan shares submitted
to the broker on that day, the weighted average price for all such shares sold on the applicable trade date), less
applicable fees and taxes, if required.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
22
Payment Options
U.S. Dollar check is the default method of payment for proceeds from the sale of shares, and the check will generally be
mailed by first-class mail within four business days of the trade date. Other payment options are international check,
international wire and wire transfer to a U.S. bank account and ACH direct credit to a U.S. bank account. Banking details
for electronic payment options must be established prior to initiating a sale. There is no fee for payment by U.S. Dollar
check. Other payment methods are subject to additional fees and additional terms and conditions, which you must agree
to when submitting the transaction. See the “Fees” section of this document for fee amounts.
Payment by Check
When you sell your shares and request payment by U.S. Dollar check or international check, Computershare will mail the
check representing your net proceeds to your mailing address on record for your Employee Stock Purchase Plan account
at Computershare via first-class mail. If your mailing address is located outside of the United States, it may take several
weeks for your check to be delivered. As an alternative, you can select to receive your sale proceeds via international wire
(fees apply). Participants who receive their payment by U.S. Dollar check may select to have their U.S. Dollar check
delivered by express mail (fees apply), provided the address is not a P.O. Box.
Electronic Payments
Electronic payment options are international wire, wire transfer to a U.S. bank account and ACH direct credit to a
U.S. bank account. To receive your sale proceeds and cash dividend payments electronically, you must enter your
banking details prior to the sale of shares and/or the dividend processing date. If you enter banking details for an
ACH direct credit to a U.S. bank account, these details will be available to both proceeds from the sale of shares and
dividends paid in cash. If you enter banking details for an international wire or wire transfer to a U.S. bank account,
you can choose if you would like the wire transfer details to be used to pay cash dividends. The electronic payment
options are subject to additional fees and additional terms and conditions, which you must agree to when
submitting the transaction. PLEASE NOTE: There are some countries for which Computershare does not offer wire
transfer services; if you do not see your country listed on the Computershare website, please contact Computershare
to inquire if they allow wire transfers for your country.
You are strongly encouraged to obtain specific wire instructions from your bank before entering details into the system
because some financial institutions, particularly those located outside the U.S., have unique information requirements
or use an intermediary bank for receipt of funds. If appropriate information is not provided, your wire request will be
rejected without warning and possible fees deducted from your net proceeds by the rejecting bank. If your electronic
payment is rejected, a check will automatically be sent to your address of record.
To set up banking details online, please take the following actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click Details for “Employee Stock Purchase Plan
6. Click My Profile on the right side of the page
7. Click Update in the “Banking Details” box
8. Click Amend for the type of instructions you would like to set up or change
– ACH Direct Credit Instructions
– Wire Instructions
9. Select payment method from the “Please select an option” drop-down and click Next
10. Enter payment details
– ACH Direct Credit to my U.S. bank account
These banking details will be applied to both proceeds from the sale of shares and dividends paid
in cash:
 ABA Routing Number
 Account Number
 Account Type
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
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–
–
11.
12.
13.
Wire Transfer to my U.S. bank account
 ABA Routing Number
 Account Number
 Check box if you want these instructions to be used for your Dividend Payment. A $15 fee will be
deducted from your dividend payment
International Wire
When entering your international wire details online, please verify with your bank all information required;
also, because requirements vary by bank/country, please confirm with your bank if the following
information is sufficient:
• Select country of payment from the drop-down and click Next
• Confirm/select the currency of payment from the drop-down
• Review and accept the Terms and Conditions by checking box and click Next
• Enter payment details according to country requirements which may include additional information not
mentioned below:
 Country
 Currency
 Swift Code
 Account Number/IBAN
• Click the box if you want banking details to be used for Dividend Payment (fees apply)
• Check the box if your financial institution requires an intermediary to complete transfer, and
follow prompts
Click Next
Review the “Validation Page” and click Next
Print “Confirmation” which provides your reference number
Non-U.S. Currency
Computershare’s International Currency Exchange Services offer you the choice of receiving payment in your
preferred currency, either by international check or international wire, at your election, in a range of currencies.
You may choose to receive your net proceeds in non-U.S. currency by selecting either the other currency check or
wire transfer payment option when selling your shares. The actual exchange rate to be applied to any non-U.S.
currency trade will be determined on the first business day after your transaction date and will be processed as an
individual trade (e.g., if you have multiple trades, the corresponding FX rate will be independently calculated
because the trades are not aggregated). As such, although the FX conversion is based on competitive rates, it may
not be considered favorable relative to other rates available in the market that may aggregate trades. Additionally,
based on pre-established dollar value tiers, the rate charged for any trade with a value of less than $100,000 may
receive the least favorable FX rate available and may include a premium service fee.
All transaction(s) involving two currencies will have fluctuations in price that may increase or decrease the final
proceeds sent to you. Non-U.S. funds from your transaction usually are distributed on trade date plus five days after
your transaction date; however, the delivery may take longer based on the delivery method selected and currency
chosen. The exchange rate applied is inclusive of fees charged by Computershare and their foreign exchange agent
for currency exchanges.
PLEASE NOTE: It is your responsibility to be aware of any fees which will be charged before executing the trade. If
you do not agree with the fees or do not have a complete understanding of the charges, you may want to consider
transferring your shares to your personal broker and executing the trade with them.
Selling Your Shares Online from Your Employee Stock Purchase Plan Account
You can sell all or some of the shares from your Employee Stock Purchase Plan account via the ESPP Web Center. Any
shares not sold may remain in the plan and continue to receive dividends based on your election.
PLEASE NOTE: If you are required to preclear a trade, please refer to the “Polices Restricting Securities Transactions”
section of this document.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
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Following are the steps for selling your shares online via the ESPP Web Center:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click Details for “Employee Stock Purchase Plan”
6. Click Transact at the top of the page
7. Make sure “Employee Stock Purchase Plan” displays under “All Transactions”
8. Click Sell on the “Shares Available for Sale” line
9. Choose your preferred sales type (Market Order; Limit Order Day; Limit Order GTC; Batch Order)
10. Select Yes to authorize the sale and click Next
11. Complete the “Sell Order Worksheet” with the necessary information required to conduct a sale
– Select number of shares to be sold
 All available shares
 Specific number of shares (whole share amounts only)
 Specific share lots
– Select payment option
 U.S. Dollar Check
 Other Currency Check
 ACH Direct Credit
 Wire Transfer
12. Check box if you want to receive a confirmation via text or email
13. Click Next
14. “Estimation” page will display for market and batch order requests, providing details including market value, fees,
net proceeds and payment details
15. If foreign currency was requested, either through wire or check, accept Terms and Conditions and click Next
16. Click Next to process sale
17. Print your “Confirmation” which provides your confirmation number
Selling Your Shares via the Stock Programs Call Center
You can sell your shares through the Stock Programs Call Center by speaking with a customer service representative;
however, a $15 fee will be charged per transaction in addition to other standard sales fees for any sales requested
through the call center. Customer service representatives cannot enter or change banking details. You will need to
provide your JPMorgan Chase employee Standard Identification (SID) number and answers to some other security
questions to confirm your identity.
Transaction Requests
Certain pending sale requests cannot be stopped or cancelled. All sales are final.
Fees
Fees are deducted from gross sale proceeds. In addition to the fees noted below, there may be nominal fees imposed by
the Securities and Exchange Commission (SEC) or other governing agencies.
PLEASE NOTE: These fees are subject to change.
Transaction Fee (all Order Types)
Other (Non-U.S.) Currency Check
Wire Transfer (to a U.S. or International account)
ACH Direct Credit (to a U.S. bank account)
Customer Service Representative (CSR) Assisted Sale
Express Delivery of a U.S. Dollar Check
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
$0.05 per share sold/minimum $15 per transaction
$15 per transaction
$15 per wire (applicable to sales and dividend
payments)
$10 per transaction (waived for dividend payments)
$15 per transaction
$25 per express package
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Appendix C to a Prospectus Dated October 1, 2016
MANAGING YOUR ACCOUNT
Because the shares of JPMorgan Chase common stock, which you purchase as a participant of the Employee
Stock Purchase Plan, are fully owned by you, you are a shareholder of JPMorgan Chase. Your Employee Stock
Purchase Plan account is a shareholder account that allows you to hold other classes of JPMorgan Chase stock
under this same account number. You are responsible for maintaining your personal information (e.g., name,
address) for this account in accordance with shareholder requirements and processes. You can now edit
certain personal details (e.g., address) online.
Keep Your Address Current
In addition to keeping your address current with JPMorgan Chase on My Personal Profile, it’s important to also do
so with Computershare to ensure that your net shares are registered to the correct address and that you receive
any correspondence or payments which Computershare may send to you. You also risk having your account
considered abandoned and your funds escheated if your address is incorrect and your mail is returned to
Computershare. See “Maintain Your Accounts to Avoid Loss of Assets” section for more information.
To change your address with Computershare online, please take the following actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click My Profile on the right side of the page
6. Click Update in the “Personal Details” box
7. Click Amend for address
8. Select your country and click Next
9. Enter new address and click Next
10. Validate your address and if correct click Submit
11. Print “Confirmation” which provides the reference number
Please remember to keep your address current with JPMorgan Chase too. Both active and former employees
should update their addresses via My Personal Profile (mpp.jpmorganchase.com from the Internet).
Choose How You Would Like to Receive Computershare’s Publications
Computershare provides a service which allows you to choose how you would like to receive their publications
including your statements, credit advices and tax forms. The default method is receipt of hard copy by first-class
mail. Alternatively, you can choose to receive your publications electronically.
To choose to receive your publications electronically, please take the following actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View Account for “Employee Plan Stock”
5. Click My Profile on the right side of the page
6. Click Update in the “Communications” box
7. Read the Terms & Conditions and if you agree, click Accept
8. Make your selections and enter your email address
9. Click Submit
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
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Maintain Your Accounts to Avoid Loss of Assets
U.S. state unclaimed property laws maintain that funds and other property that remain dormant for a period of
three to five years are considered abandoned and are required to be remitted to the U.S. state based on the last
known address on the U.S. state filing date. Accounts with addresses outside the U.S. are subject to the unclaimed
property laws of the State of Delaware.
To avoid having your account considered dormant, make sure to periodically access your account and ensure that
Computershare has your current address so mailings are not listed as being returned to Computershare. Each
state to which property is reported has specific claim requirements and must be contacted directly in order to
begin the abandoned property claim process.
•
If one or more mailings, such as a letter, statement or check are returned by the Post Office as undeliverable,
the account will be coded as having a bad address, and future standard communications will be suppressed.
After the length of dormancy required by each state is met, the account’s shares and outstanding funds will be
considered dormant and reportable as abandoned property. Dividend payments may be required to be
remitted immediately if the account is tagged as dormant. As an example, the State of Delaware requires
Computershare to deliver to them as abandoned property any shares and cash funds of any JPMorgan Chase
shareholder who does not have qualified contact with Computershare within a three-year period. After this
three-year period, any dividends paid to this account are immediately remitted to the State of Delaware.
•
Qualified contact is defined as proactive contact by the holder of shares or funds with the plan administrator
via the Interactive Voice Response System, Internet, customer service representative or mail where your
account is accessed and the holder has been validated as having ownership of the account. Even if your shares
are held electronically in a book-entry position or your cash dividends are direct deposited into your bank
account or reinvested, your stock account is considered dormant if you have not made contact with
Computershare within the last three years.
Statements
Periodically, you will receive account statements. The Transaction Activity detail will indicate the number of shares
of common stock purchased on the purchase date and the price paid. These statements will be available online on
the Employee Stock Purchase Plan Web Center and will be mailed to your address of record (unless you have
elected a different delivery method). Also, you’ll periodically receive a statement from Computershare detailing
your account activity. These activity statements will show how many shares of stock you own and will serve as your
proof of ownership. Your activity statements will help determine any tax liability you may have. Please be sure to
keep your statements for your tax records.
© 2017 JPMorgan Chase & Co. All rights reserved.
JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS
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