JPMorgan Chase Employee Stock Purchase Plan Prospectus ... JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN

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  • 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, 2018.

    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), as amended.

  • JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 1

    Table of Contents Page Contact Information 3

    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 Amount 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

    U.S. Federal Income Tax Information 16

    Dividends 16

    Purchase of Shares 16

    Non-U.S. Tax Information 17

    Other Tax-Related Information 17

  • JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 2

    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/Communications 26

    Maintain Your Accounts to Avoid Loss of Assets 27

    Statements 27

  • JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 3

    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 8:00 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 “My Resources”

    Those working outside the U.S. should contact their local Country Administrator.

    Stock Programs Call Center at Computershare

    (For questions related to your Plan account or common stock account at Computershare.)

    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.

    Employee Stock Purchase Plan Web Center (ESPP Web Center)

    (You can perform certain account transactions in your Plan account at Computershare, including selling shares.)

    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 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 at mpp.jpmorgan chase.com up to date so that you continue to receive important communications.

    https://myrewards.jpmchase.net/ https://myrewards.jpmchase.net/

  • JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 4

    Key Terms As you read this document, you will 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 Account

    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.

    After-Tax Contributions Contributions that are taken from your pay after applicable taxes have been withheld.

    Computershare Inc. (Computershare)

    The custodian and Plan administrator.

    Common Stock The common stock, par value US$1 per share, of JPMorgan Chase & Co., a Delaware corporation, represented by the New York Stock Exchange listed symbol: JPM.

    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.

    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.

    Eligible Employees Active full-time or part-time employees regularly scheduled to work 20 or more hours a week with Total Annual Cash Compensation less than US$250,000 and a hire date on or before September 30 of the calendar year of enrollment.

    Purchase Date for Payroll Contributions

    The last day of March, June, September and December on which trading is conducted on the New York Stock Exchange.

    Purchase Price 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.

    Service 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.)

    Stock Shares of JPMorgan Chase common stock purchased through the Plan.

    Total Annual Cash Compensation

    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 e