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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered Maximum Aggregate
Offering Price
Amount of
Registration Fee
Notes $5,344,150 $728.94
 
  

PRICING SUPPLEMENT NO. 957
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-177923
Dated December 27, 2012

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JPMorgan Chase & Co. Contingent Absolute Return Autocallable Optimization Securities

$2,153,250 Linked to the common shares of Barrick Gold Corporation due on January 6, 2014
$1,359,400 Linked to the Class A common stock of VMware, Inc. due on January 6, 2014
$1,831,500 Linked to the common stock of Morgan Stanley due on January 6, 2014

 
Investment Description
Contingent Absolute Return Autocallable Optimization Securities are unsecured and unsubordinated debt securities issued by JPMorgan Chase & Co. ("JPMorgan Chase") (each, a "Security" and collectively, the "Securities") linked to the performance of the common stock or common shares of a specific company (the "Underlying Stock"). The Securities are designed for investors who believe that the price of one share of the applicable Underlying Stock will remain flat or increase during the term of the Securities, or not close below the applicable Trigger Price on the Final Valuation Date. If the applicable Underlying Stock closes at or above the applicable Initial Share Price (subject to adjustments, in the sole discretion of the calculation agent, in the case of certain corporate events described in the accompanying product supplement no. UBS-3-II under "General Terms of Securities — Anti-Dilution Adjustments") on any Observation Date, JPMorgan Chase will automatically call the Securities and pay you a Call Price equal to the principal amount per Security plus a Call Return. The Call Return increases the longer the Securities are outstanding. If by maturity the Securities have not been called and the closing price of one share of the applicable Underlying Stock closes at or above the applicable Trigger Price on the Final Valuation Date, JPMorgan Chase will repay the principal amount plus pay you a return at maturity equal to the absolute value of the percentage decline in the price of the applicable Underlying Stock from the Trade Date to the Final Valuation Date (the "Contingent Absolute Return"). If by maturity the Securities have not been called and the applicable Underlying Stock closes below the applicable Trigger Price on the Final Valuation Date, the Contingent Absolute Return will not apply and JPMorgan Chase will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the decline in the price of the applicable Underlying Stock from the Trade Date to the Final Valuation Date. Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose some or all of your principal amount. The Contingent Absolute Return, and any contingent repayment of principal, apply only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of JPMorgan Chase. If JPMorgan Chase were to default on its payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your entire investment.

         
Features   Key Dates

Call Return: JPMorgan Chase will automatically call the Securities for a Call Price equal to the principal amount plus a Call Return if the closing price of one share of the applicable Underlying Stock on any Observation Date is equal to or greater than the applicable Initial Share Price. The Call Return increases the longer the Securities are outstanding. If the Securities are not called, investors will have the potential for downside equity market risk at maturity.

Contingent Absolute Return at Maturity: If by maturity the Securities have not been called and the price of the applicable Underlying Stock closes at or above the applicable Trigger Price on the Final Valuation Date, JPMorgan Chase will repay the principal amount plus pay the Contingent Absolute Return. If the price of one share of the applicable Underlying Stock closes below the applicable Trigger Price on the Final Valuation Date, the Contingent Absolute Return will not apply and JPMorgan Chase will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the decline in the price of the applicable Underlying Stock from the Trade Date to the Final Valuation Date. The Contingent Absolute Return, and any contingent repayment of principal, apply only if you hold the Securities until maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of JPMorgan Chase.

  Trade Date December 27, 2012
Settlement Date December 31, 2012
Observation Dates1 Quarterly (see page 4)
Final Valuation Date1 December 30, 2013
Maturity Date1 January 6, 2014
1 Subject to postponement in the event of a market disruption event and as described under "Description of Securities — Call Feature" and "Description of Securities — Payment at Maturity" in the accompanying product supplement no. UBS-3-II
   
   
   

 

THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. JPMORGAN CHASE IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE APPLICABLE UNDERLYING STOCK. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF JPMORGAN CHASE. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER "KEY RISKS" BEGINNING ON PAGE 6 AND UNDER "RISK FACTORS" BEGINNING ON PAGE PS-6 OF THE ACCOMPANYING PRODUCT SUPPLEMENT NO. UBS-3-II BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES.

Security Offering
This pricing supplement relates to three (3) separate Security offerings. Each issuance of offered Securities is linked to one, and only one, Underlying Stock. You may participate in any of the three (3) Security offerings or, at your election, in two or more of the offerings. This pricing supplement does not, however, allow you to purchase a Security linked to a basket of some or all of the Underlying Stocks described below. The Securities are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples thereof. Each of the three (3) Security offerings is linked to the common stock or common shares of a different company, and each of the three (3) Security offerings has a different Call Return rate, Initial Share Price and Trigger Price. The performance of each Security offering will not depend on the performance of any other Security offering.

           
Underlying Stock Call Return Rate Initial Share Price Trigger Price CUSIP ISIN
Common shares of Barrick Gold Corporation 9.60%
per annum
$34.26 $25.70, which was
75% of the
Initial Share Price
48126E396 US48126E3962
Class A common stock of VMware, Inc. 11.50%
per annum
$94.61 $66.23, which was
70% of the
Initial Share Price
48126E412 US48126E4127
Common stock of Morgan Stanley 13.50%
per annum
$18.77 $13.14, which was
70% of the
Initial Share Price
48126E420 US48126E4200

See "Additional Information about JPMorgan Chase & Co. and the Securities" in this pricing supplement. Each Security we are offering will have the terms specified in the prospectus dated November 14, 2011, the prospectus supplement dated November 14, 2011, product supplement no. UBS-3-II dated January 10, 2012 and this pricing supplement. The terms of the Securities as set forth in this pricing supplement, to the extent they differ or conflict with those set forth in product supplement no. UBS-3-II, will supersede the terms set forth in product supplement no. UBS-3-II.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Securities or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying prospectus, prospectus supplement and product supplement no. UBS-3-II. Any representation to the contrary is a criminal offense.

             
  Price to Public(1) Fees and Commissions(2) Proceeds to Us
Offering of Securities Total Per Security Total Per Security Total Per Security
Securities linked to the common shares of Barrick Gold Corporation $2,153,250 $10 $32,298.75 $0.15 $2,120,951.25 $9.85
Securities linked to the Class A common stock of VMware, Inc. $1,359,400 $10 $20,391.00 $0.15 $1,339,009.00 $9.85
Securities linked to the common stock of Morgan Stanley $1,831,500 $10 $27,472.50 $0.15 $1,804,027.50 $9.85

   
(1) The price to the public includes the estimated cost of hedging our obligations under the Securities through one or more of our affiliates, which includes our affiliates' expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see "Use of Proceeds and Hedging" beginning on page PS-16 of the accompanying product supplement no. UBS-3-II.
(2) UBS Financial Services Inc., which we refer to as UBS, will receive a commission of $0.15 per $10 principal amount Security.

The Securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Additional Information about JPMorgan Chase & Co. and the Securities

This pricing supplement relates to three (3) separate Security offerings. Each issue of the offered Securities is linked to one, and only one, Underlying Stock. The purchaser of a Security will acquire a security linked to a single Underlying Stock (not to a basket or index that includes the other Underlying Stocks). You may participate in any of the three (3) Security offerings or, at your election, in two or more of the offerings. While each Security offering relates only to a single Underlying Stock identified on the cover page, you should not construe that fact as a recommendation of the merits of acquiring an investment linked to that Underlying Stock (or any other Underlying Stock) or as to the suitability of an investment in the Securities.

You should read this pricing supplement together with the prospectus dated November 14, 2011, as supplemented by the prospectus supplement dated November 14, 2011, relating to our Series E medium-term notes of which these Securities are a part, and the more detailed information contained in product supplement no. UBS-3-II dated January 10, 2012. This pricing supplement, together with the documents listed below, contains the terms of the Securities, supplements the free writing prospectus related hereto dated December 19, 2012 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. You should carefully consider, among other things, the matters set forth in "Risk Factors" in the accompanying product supplement no. UBS-3-II, as the Securities involve risks not associated with conventional debt securities.

You may access these on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

Product supplement no. UBS-3-II dated January 10, 2012:
http://www.sec.gov/Archives/edgar/data/19617/000089109212000190/e46651_424b2.pdf
Prospectus supplement dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007578/e46180_424b2.pdf
Prospectus dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007568/e46179_424b2.pdf

As used in this pricing supplement, the "issuer," "JPMorgan Chase," "we," "us" and "our" refer to JPMorgan Chase & Co.

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Investor Suitability

     

The Securities may be suitable for you if, among other considerations:

You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.

You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as an investment in the applicable Underlying Stock.

You believe the applicable Underlying Stock will close at or above the applicable Initial Share Price on one of the specified Observation Dates or will close at or above the applicable Trigger Price on the Final Valuation Date.

You understand and accept that you will not participate in any appreciation in the price of the applicable Underlying Stock and that your potential return is limited to the applicable Call Return or, if the Securities have not been called, to the Contingent Absolute Return (as limited by the Trigger Price).

You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations of the applicable Underlying Stock.

You are willing to invest in the Securities based on the per annum Call Return rate of 9.60% for Securities linked to the common shares of Barrick Gold Corporation, 11.50% for Securities linked to the Class A common stock of VMware, Inc. and 13.50% for Securities linked to the common stock of Morgan Stanley.

You do not seek current income from this investment and are willing to forgo dividends paid on the applicable Underlying Stock.

You are willing to invest in securities that may be called early or you are otherwise willing to hold such securities to maturity, a term of approximately 12 months.

You accept that there may be little or no secondary market for the Securities and that any secondary market will depend in large part on the price, if any, at which J.P. Morgan Securities LLC ("JPMS"), is willing to trade the Securities.

You are willing to assume the credit risk of JPMorgan Chase for all payments under the Securities, and understand that if JPMorgan Chase defaults on its obligations you may not receive any amounts due to you including any repayment of principal.

 

The Securities may not be suitable for you if, among other considerations:

You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.

You cannot tolerate a loss of all or a substantial portion of your investment and are unwilling to make an investment that may have the same downside market risk as an investment in the applicable Underlying Stock.

You require an investment designed to provide a full return of principal at maturity.

You believe that the price of the applicable Underlying Stock will decline during the term of the Securities and is likely to close below the applicable Trigger Price on the Final Valuation Date exposing you to the full negative Stock Return at maturity.

You seek an investment that participates in the full appreciation in the price of the applicable Underlying Stock or that has unlimited return potential.

You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations of the applicable Underlying Stock.

You are not willing to invest in the Securities based on the per annum Call Return rate of 9.60% for Securities linked to the common shares of Barrick Gold Corporation, 11.50% for Securities linked to the Class A common stock of VMware, Inc. and 13.50% for Securities linked to the common stock of Morgan Stanley.

You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and credit ratings.

You seek current income from this investment or prefer to receive the dividends paid on the applicable Underlying Stock.

You are unable or unwilling to hold securities that may be called early, or you are otherwise unable or unwilling to hold such securities to maturity, a term of approximately 12 months, or you seek an investment for which there will be an active secondary market.

You are not willing to assume the credit risk of JPMorgan Chase for all payments under the Securities, including any repayment of principal.

The suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisers have carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should also review carefully the "Key Risks" beginning on page 6 of this pricing supplement and "Risk Factors" in the accompanying product supplement no. UBS-3-II for risks related to an investment in the Securities.

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Final Terms
Issuer   JPMorgan Chase & Co.
Issue Price   $10.00 per Security
Underlying Stock  

Common shares of Barrick Gold Corporation

Class A common stock of VMware, Inc.

Common stock of Morgan Stanley

Principal Amount   $10 per Security (subject to a minimum purchase of 100 Securities or $1,000)
Term1   Approximately 12 months, unless called earlier
Call Feature   The Securities will be called if the closing price of one share of the applicable Underlying Stock on any Observation Date is equal to or greater than the applicable Initial Share Price. If the Securities are called, JPMorgan Chase will pay you on the applicable Call Settlement Date a cash payment per Security equal to the applicable Call Price for the applicable Observation Date.
Observation Dates1  

March 27, 2013

June 27, 2013

September 27, 2013

December 30, 2013 (Final Valuation Date)

Call Settlement Dates1   2nd business day following the applicable Observation Date, except that the Call Settlement Date for the first Observation Date is April 1, 2013 and the Call Settlement Date for the Final Valuation Date is the Maturity Date.
Call Return   The applicable Call Return increases the longer the Securities are outstanding and is based upon a rate of (i) 9.60% per annum for Securities linked to the common shares of Barrick Gold Corporation, (ii) 11.50% per annum for Securities linked to the Class A common stock of VMware, Inc. and (iii) 13.50% per annum for Securities linked to the common stock of Morgan Stanley. See "Call Returns/Call Prices for Each Offering of the Securities."
Call Price   The applicable Call Price equals the principal amount per Security plus the applicable Call Return.
Payment at Maturity (per $10 Security)  

If the Securities are not automatically called and the applicable Final Share Price is equal to or greater than the applicable Trigger Price, we will pay you a cash payment at maturity per $10 principal amount Security equal to:

$10 × (1 + Contingent Absolute Return)

If the Securities are not automatically called and the applicable Final Share Price is less than the applicable Trigger Price, we will pay you a cash payment at maturity that is less than $10 per $10 principal amount Security, equal to:

$10 × (1 + Stock Return)

In this scenario, the Contingent Absolute Return does not apply and you will lose some or all of your initial investment at maturity in an amount proportionate to the negative Stock Return.

Stock Return  

Final Share Price - Initial Share Price
Initial Share Price

Contingent Absolute Return   The absolute value of the Stock Return. For example, if the Stock Return is -5%, the Contingent Absolute Return will equal 5%.
Initial Share Price2  

The closing price of one share of the applicable Underlying Stock on the Trade Date:

$34.26 for Securities linked to the common shares of Barrick Gold Corporation

$94.61 for Securities linked to the Class A common stock of VMware, Inc.

$18.77 for Securities linked to the common stock of Morgan Stanley

Final Share Price2   The closing price of one share of the applicable Underlying Stock on the Final Valuation Date
Trigger Price2  

For Securities linked to the common shares of Barrick Gold Corporation, $25.70, which is 75% of its Initial Share Price

For Securities linked to the Class A common stock of VMware, Inc., $66.23, which is 70% of its Initial Share Price

For Securities linked to the common stock of Morgan Stanley, $13.14, which is 70% of its Initial Share Price

   
1 See footnote 1 under "Key Dates" on the front cover
2 Subject to adjustment upon the occurrence of certain corporate events affecting the applicable Underlying Stock as described under "General Terms of Securities — Anti-Dilution Adjustments" in the accompanying product supplement no. UBS-3-II.

     
Investment Timeline
Trade Date   The closing price of one share of the applicable Underlying Stock is determined, the applicable Trigger Price is determined and the applicable Call Return rate is set.
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Quarterly  

The Securities will be called if the closing price of one share of the applicable Underlying Stock on any Observation Date is equal to or greater than the applicable Initial Share Price.

If the Securities are called, JPMorgan Chase will pay the applicable Call Price for the applicable Observation Date: equal to the principal amount plus an amount based on the applicable Call Return rate.

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Maturity Date  

The applicable Final Share Price is determined as of the Final Valuation Date.

If the Securities have not been called and the applicable Final Share Price is equal to or greater than the applicable Trigger Price, JPMorgan Chase will pay an amount in cash equal to:

$10 × (1 + Contingent Absolute Return)
per Security

If the Securities have not been called and the applicable Final Share Price is less than the applicable Trigger Price, the Contingent Absolute Return will not apply and JPMorgan Chase will repay less than the principal amount, if anything, resulting in a loss proportionate to the decline of the applicable Underlying Stock; equal to a return of:

$10 × (1 + Stock Return) per Security

     
     
INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN CHASE. IF JPMORGAN CHASE WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

4

 

Call Returns/Call Prices for Each Offering of the Securities

               
    Securities linked to
the common shares of Barrick Gold Corporation
Securities linked to
the Class A common stock of VMware, Inc.
Securities linked to
the common stock of Morgan Stanley
Observation Dates Call Settlement Dates Call Return (numbers below reflect the rate of 9.60% per annum) Call Price (per $10) Call Return (numbers below reflect the rate of 11.50% per annum) Call Price (per $10) Call Return (numbers below reflect the rate of 13.50% per annum) Call Price (per $10)
March 27, 2013 April 1, 2013 2.40% $10.24 2.875% $10.2875 3.375% $10.3375
June 27, 2013 July 1, 2013 4.80% $10.48 5.750% $10.5750 6.750% $10.6750
September 27, 2013 October 1, 2013 7.20% $10.72 8.625% $10.8625 10.125% $11.0125
December 30, 2013
(Final Valuation Date)
January 6, 2014
(Maturity Date)
9.60% $10.96 11.50% $11.1500 13.50% $11.3500

   
See footnote 2 under "Key Dates" on the cover

What Are the Tax Consequences of the Securities?

You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product supplement no. UBS-3-II. 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 Securities.

Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the Securities as "open transactions" that are not debt instruments for U.S. federal income tax purposes. Assuming this treatment is respected, the gain or loss on your Securities should be treated as short-term capital gain or loss unless you hold your Securities for more than a year, in which case the gain or loss should be long-term capital gain or loss, whether or not you are an initial purchaser of Securities at the issue price. However, the Internal Revenue Service (the "IRS") or a court may not respect this treatment of the Securities, in which case the timing and character of any income or loss on the Securities 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 an 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 Securities, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Securities, including possible alternative treatments and the issues presented by this notice.

5


Key Risks

An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to investing directly in the applicable Underlying Stock. These risks are explained in more detail in the "Risk Factors" section of the accompanying product supplement no. UBS-3-II. We also urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Securities.

Risks Relating to the Securities Generally

Your Investment in the Securities May Result in a Loss — The Securities differ from ordinary debt securities in that JPMorgan Chase will not necessarily repay the full principal amount of the Securities. If the Securities are not called and the closing price of one share of the applicable Underlying Stock has declined below the applicable Trigger Price on the Final Valuation Date, you will be fully exposed to any depreciation in the closing price of one share of the applicable Underlying Stock from the applicable Initial Share Price to the applicable Final Share Price and JPMorgan Chase will repay less than the full principal amount at maturity, resulting in a loss that is proportionate to the negative Stock Return. Under these circumstances, the Contingent Absolute Return will not apply and you will lose 1% of your principal for every 1% that the applicable Final Share Price is less than the applicable Initial Share Price and could lose your entire initial investment. As a result, your investment in the Securities may not perform as well as an investment in a security that does not have the potential for full downside exposure to the applicable Underlying Stock at maturity.
Credit Risk of JPMorgan Chase & Co. — The Securities are unsecured and unsubordinated debt obligations of the issuer, JPMorgan Chase & Co., and will rank pari passu with all of our other unsecured and unsubordinated obligations. The Securities are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Securities, including any repayment of principal, depends on the ability of JPMorgan Chase & Co. to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Chase & Co. may affect the market value of the Securities and, in the event JPMorgan Chase & Co. were to default on its obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment.
  Recent events affecting us have led to heightened regulatory scrutiny, may lead to additional regulatory or legal proceedings against us and may adversely affect our credit ratings and credit spreads and, as a result, the market value of the Securities. See "Executive Overview — CIO Synthetic Credit Portfolio Update," "Liquidity Risk Management — Credit Ratings" and "Item 4. Controls and Procedures" in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and "Part II. Other Information — Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
The Contingent Absolute Return Applies Only If You Hold the Securities to Maturity — If you are able to sell your Securities in the secondary market prior to maturity, you may have to sell them at a loss relative to your initial investment even if the closing price of one share of the applicable Underlying Stock is above the applicable Trigger Price. If by maturity the Securities have not been called, JPMorgan Chase will repay you the full principal amount per Security plus the Contingent Absolute Return, unless the price of the applicable Underlying Stock closes below the applicable Trigger Price on the Final Valuation Date. Under these circumstances, the Contingent Absolute Return will not apply and JPMorgan Chase will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the decline in the price of the applicable Underlying Stock from the Trade Date to the Final Valuation Date. The Contingent Absolute Return and any contingent repayment of principal are based on whether the applicable Final Share Price is below the applicable Trigger Price and apply only if you hold your Securities to maturity.
Limited Return on the Securities — If the Securities are called, your potential gain on the Securities will be limited to the applicable Call Return regardless of the appreciation in the closing price of one share of the applicable Underlying Stock, which may be significant. Because the Call Return increases the longer the Securities have been outstanding and your Securities can be called as early as the first quarterly Observation Date, the term of the Securities could be cut short and the return on the Securities would be less than if the Securities were called at a later date. In addition, if the Securities are not called, any positive return on the Securities will be limited by the applicable Trigger Price because JPMorgan Chase will pay you the principal amount plus the Contingent Absolute Return at maturity only when the Securities are not called and only if the applicable Final Share Price is greater than or equal to the applicable Trigger Price. You will not receive a Contingent Absolute Return and will lose some or all of your investment if the Final Share Price is below the applicable Trigger Price. Furthermore, because the closing price of one share of the applicable Underlying Stock at various times during the term of the Securities could be higher than on the Observation Dates and on the Final Valuation Date, you may receive a lower payment if the Securities are automatically called or at maturity, as the case may be, than you would have if you had invested directly in the applicable Underlying Stock.
The Probability That the Applicable Final Share Price Will Fall Below the Applicable Trigger Price on the Final Valuation Date Will Depend on the Volatility of the Applicable Underlying Stock — "Volatility" refers to the frequency and magnitude of changes in the price of the applicable Underlying Stock. Greater expected volatility with respect to the applicable Underlying Stock reflects a higher expectation as of the Trade Date that the price of that stock could close below its Trigger Price on the Final Valuation Date of the Securities, resulting in the loss of some or all of your investment. In addition, each Call Return rate is set on the Trade Date and depends in part on this expected volatility. However, a stock's volatility can change significantly over the term of the Securities. The price of the applicable Underlying Stock for your Securities could fall sharply, which could result in a significant loss of principal.
Reinvestment Risk — If your Securities are called early, the holding period over which you would receive the per annum return of (i) 9.60% for Securities linked to the common shares of Barrick Gold Corporation, (ii) 11.50% for Securities linked to the Class A common stock of VMware, Inc. and (iii) 13.50% for Securities linked to the common stock of Morgan Stanley could be as little as three months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Securities at a comparable rate of return for a similar level of risk in the event the Securities are called prior to the maturity date.

6


No Periodic Interest Payments — You will not receive any periodic interest payments on the Securities.
Potential Conflicts — We and our affiliates play a variety of roles in connection with the issuance of the Securities, including acting as calculation agent and hedging our obligations under the Securities. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Securities. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the Securities and the value of the Securities. It is possible that hedging or trading activities of ours or our affiliates could result in substantial returns for us or our affiliates while the value of the Securities declines. Please refer to "Risk Factors — Risks Relating to the Securities Generally" in the accompanying product supplement no. UBS-3-II for additional information about these risks. We and/or our affiliates may also currently or from time to time engage in business with the issuer of the applicable Underlying Stock, including extending loans to, or making equity investments in, the issuer of the applicable Underlying Stock or providing advisory services to the issuer of the applicable Underlying Stock. As a prospective purchaser of the Securities, you should undertake an independent investigation of the issuer of the applicable Underlying Stock as in your judgment is appropriate to make an informed decision with respect to an investment in the Securities.
Single Stock Risk — The price of the applicable Underlying Stock can rise or fall sharply due to factors specific to that Underlying Stock and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. For additional information regarding each Underlying Stock and its issuer, please see "The Underlying Stocks" and the section applicable to each Underlying Stock issuer in this pricing supplement and the respective issuer's SEC filings referred to in those sections. We urge you to review financial and other information filed periodically with the SEC by the applicable Underlying Stock issuer.
Certain Built-In Costs Are Likely to Affect Adversely the Value of the Securities Prior to Maturity — While the payment on any Call Settlement Date or at maturity, if any, described in this pricing supplement is based on the full principal amount of your Securities, the original issue price of the Securities includes UBS's commission and the estimated cost of hedging our obligations under the Securities. As a result, and as a general matter, the price, if any, at which JPMS will be willing to purchase Securities from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss to you. This secondary market price will also be affected by a number of factors aside from UBS's commission and our hedging costs, including those set forth under "Many Economic and Market Factors Will Impact the Value of the Securities" below. The Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities to maturity.
No Dividend Payments or Voting Rights in the Applicable Underlying Stock — As a holder of the Securities, you will not have any ownership interest or rights in the applicable Underlying Stock, such as voting rights or dividend payments. In addition, the issuer of the applicable Underlying Stock will not have any obligation to consider your interests as a holder of the Securities in taking any corporate action that might affect the value of the applicable Underlying Stock and the Securities.
No Affiliation with the Applicable Underlying Stock Issuer — We are not affiliated with the issuer of the applicable Underlying Stock. We have not independently verified any of the information about the applicable Underlying Stock issuer contained in this pricing supplement or in product supplement no. UBS-3-II. You should make your own investigation into the applicable Underlying Stock and its issuer. We are not responsible for the applicable Underlying Stock issuer's public disclosure of information, whether contained in SEC filings or otherwise.
No Assurances That the Investment View Implicit in the Securities Will Be Successful — While the Securities are structured to provide potentially enhanced returns in a flat or bullish environment or potential absolute returns in a negative environment above the applicable Trigger Price, we cannot assure you of the economic environment during the term or at maturity of your Securities and you may lose some or all of your investment at maturity.
Lack of Liquidity — The Securities will not be listed on any securities exchange. JPMS intends to offer to purchase the Securities in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Securities easily. Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which JPMS is willing to buy the Securities.
Anti-Dilution Protection Is Limited and May Be Discretionary — Although the calculation agent will adjust the applicable Initial Share Price and applicable Trigger Price for certain corporate events (such as stock splits and stock dividends) affecting the applicable Underlying Stock, the calculation agent is not required to make an adjustment for every corporate event that can affect the applicable Underlying Stock. If an event occurs that does not require the calculation agent to adjust the applicable Initial Share Price and the applicable Trigger Price, the market value of your Securities and the payment at maturity if not previously called may be materially and adversely affected. You should also be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from what is described in the accompanying product supplement as it deems necessary to ensure an equitable result. Subject to the foregoing, the calculation agent is under no obligation to consider your interests as a holder of the Securities in making these determinations.
Hedging and Trading in the Applicable Underlying Stock — While the Securities are outstanding, we or any of our affiliates may carry out hedging activities related to the Securities, including in the applicable Underlying Stock or instruments related to the applicable Underlying Stock. We or our affiliates may also trade in the applicable Underlying Stock or instruments related to the applicable Underlying Stock from time to time. Any of these hedging or trading activities as of the Trade Date and during the term of the Securities could adversely affect our payment to you at maturity if not previously called. It is possible that such hedging or trading activities could result in substantial returns for us or our affiliates while the value of the Securities declines.

7


Potentially Inconsistent Research, Opinions or Recommendations by JPMS, UBS or Their Affiliates — JPMS, UBS or their affiliates may publish research, express opinions or provide recommendations (for example, with respect to the issuer of the Underlying Stock) that are inconsistent with investing in or holding the Securities, and which may be revised at any time. Any such research, opinions or recommendations may or may not recommend that investors buy or hold the applicable Underlying Stock and could affect the value of the applicable Underlying Stock, and therefore the market value of the Securities.
Tax Treatment — Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax adviser about your tax situation.
Potential JPMorgan Chase & Co. Impact on the Market Price of the Applicable Underlying Stock — Trading or transactions by JPMorgan Chase & Co. or its affiliates in the applicable Underlying Stock and/or over-the-counter options, futures or other instruments with returns linked to the performance of the applicable Underlying Stock may adversely affect the market price of the applicable Underlying Stock and, therefore, the market value of the Securities.
Market Disruptions May Adversely Affect Your Return — The calculation agent may, in its sole discretion, determine that the markets have been affected in a manner that prevents it from properly determining the closing price of one share of the applicable Underlying Stock on an Observation Date, determining if the Securities are to be automatically called, calculating the applicable Stock Return or Contingent Absolute Return if the Securities are not automatically called and calculating the amount that we are required to pay you, if any, upon an automatic call or at maturity. These events may include disruptions or suspensions of trading in the markets as a whole. If the calculation agent, in its sole discretion, determines that any of these events prevents us or any of our affiliates from properly hedging our obligations under the Securities, it is possible that one or more of the Observation Dates and the applicable payment date will be postponed and your return will be adversely affected. See "General Terms of Securities — Market Disruption Events" in the accompanying product supplement no. UBS-3-II.
Many Economic and Market Factors Will Impact the Value of the Securities — In addition to the value of the applicable Underlying Stock and interest rates on any trading day, the value of the Securities will be impacted by a number of economic and market factors that may either offset or magnify each other and which are set out in more detail in product supplement no. UBS-3-II.

Risks Relating to Securities Linked to the Common Shares of Barrick Gold Corporation

Risks Associated with Non-U.S. Companies — An investment in Securities linked to the common shares of Barrick Gold Corporation (which we refer to as "Barrick Gold"), which are issued by a Canadian issuer, involves risks associated with the home country of Barrick Gold. The common shares of Barrick Gold, which are quoted and traded in U.S. dollars on the New York Stock Exchange, may trade differently from the common shares quoted and traded in Canadian dollars on the Toronto Stock Exchange or the common shares quoted and traded in British pounds sterling on the London Stock Exchange. Non-U.S. companies, such as those in Canada, are generally subject to accounting, auditing and financial reporting standards and requirements, and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities issued by non-U.S. companies may be affected by political, economic, financial and social factors in the home country of the non-U.S. issuer (i.e., Canada in the case of Barrick Gold), including changes in that country's government, economic and fiscal policies, currency exchange laws or other laws or restrictions. Moreover, the economy of that country may differ favorably or unfavorably from the economy of the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. Such country may be subjected to different and, in some cases, more adverse economic environments.
Currency Exchange Rate Risk — Because the common shares of Barrick Gold are quoted and traded in U.S. dollars on the New York Stock Exchange, in Canadian dollars on the Toronto Stock Exchange and in British pounds sterling on the London Stock Exchange, fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar and between the British pound sterling and the U.S. dollar will likely affect the relative value of the common shares in the three different currencies and, as a result, will likely affect the market price of the common shares trading on the New York Stock Exchange. These trading differences and currency exchange rates may affect the market value of the applicable Securities and whether the applicable Final Share Price will fall below the applicable Trigger Price on the Final Valuation Date. The Canadian dollar and the British pound sterling have been subject to fluctuations against the U.S. dollar in the past and may be subject to significant fluctuations in the future. Previous fluctuations or periods of relative stability in the exchange rates between the Canadian dollar and the U.S. dollar and between the British pound sterling and the U.S. dollar are not necessarily indicative of fluctuations or periods of relative stability in those rates that may occur over the term of the applicable Securities. The exchange rates between the Canadian dollar and the U.S. dollar and between the British pound sterling and the U.S. dollar are the result of the supply of, and the demand for, those currencies. Changes in the exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in Canada, the United Kingdom and the United States, including economic and political developments in other countries. Of particular importance are rates of inflation, interest rate levels, the balance of payments and the extent of governmental surpluses or deficits in Canada, the United Kingdom and the United States, all of which are in turn sensitive to the monetary, fiscal and trade policies pursued by Canada, the United Kingdom and the United States and other jurisdictions important to international trade and finance.

8


Hypothetical Examples

The examples below illustrate the hypothetical payment upon a call or at maturity under different hypothetical scenarios for a $10.00 Security on an offering of the Securities linked to a hypothetical Underlying Stock with the following assumptions (amounts have been rounded for ease of reference):

   
Principal Amount: $10.00
Term: Approximately 12 months (unless earlier called)
Initial Share Price: $50.00
Call Return Rate: 6.00%* per annum (or 1.50% per quarter)
Observation Dates: Quarterly
Trigger Price: $40.00 (which is 80.00% of the hypothetical Initial Share Price)

   
* The actual Call Return rate and other terms for each Security were set on the Trade Date and may be generally different from the hypothetical terms set forth above. The actual payment upon a call or at maturity and the actual Trigger Price applicable to your Securities may be more or less than the amounts displayed in these hypothetical scenarios. The actual terms for each Security are specified on the cover of this pricing supplement.

The examples below are purely hypothetical and are not based on any specific offering of Securities linked to any specific Underlying Stock. These examples are intended to illustrate how the value of any payment on the Securities will depend on the closing price on the Observation Dates.

Example 1 — Securities Are Called on the First Observation Date

   
Closing Price at first Observation Date: $55.00 (at or above Initial Share Price, Securities are called)
Call Price (per Security): $10.15

Because the Securities are called on the first Observation Date, we will pay you on the Call Settlement Date a total Call Price of $10.15 per $10.00 principal amount (1.50% return on the Securities).

Example 2 — Securities Are Called on the Final Valuation Date

   
Closing Price at first Observation Date: $45.00 (below Initial Share Price, Securities NOT called)
Closing Price at second Observation Date: $40.00 (below Initial Share Price, Securities NOT called)
Closing Price at third Observation Date: $45.00 (below Initial Share Price, Securities NOT called)
Closing Price at Final Valuation Date: $52.50 (at or above Initial Share Price, Securities are called)
   
Call Price (per Security): $10.60

Because the Securities are called on the Final Valuation Date, we will pay you on the Call Settlement Date (which coincides with the Maturity Date in this example) a total Call Price of $10.60 per $10.00 principal amount (6.00% return on the Securities).

Example 3 — Securities Are NOT Called and the Final Share Price Is Above the Trigger Price

   
Closing Price at first Observation Date: $45.00 (below Initial Share Price, Securities NOT called)
Closing Price at second Observation Date: $40.00 (below Initial Share Price, Securities NOT called)
Closing Price at third Observation Date: $45.00 (below Initial Share Price, Securities NOT called)
Closing Price at Final Valuation Date: $45.00 (below Initial Share Price, but above Trigger Price, Securities NOT called)
   
Settlement Amount (per Security): $10.00 × (1 + Contingent Absolute Return)
$10.00 × (1 + 10%)
$11.00

Because the Securities are not called and the Stock Return is -10%, but the Final Share Price is above or equal to the Trigger Price, at maturity we will pay you a total of $11.00 per $10.00 principal amount (a 10% return on the Securities).

Example 4 — Securities Are NOT Called and the Final Share Price Is Below the Trigger Price

   
Closing Price at first Observation Date: $45.00 (below Initial Share Price, Securities NOT called)
Closing Price at second Observation Date: $40.00 (below Initial Share Price, Securities NOT called)
Closing Price at third Observation Date: $45.00 (below Initial Share Price, Securities NOT called)
Closing Price at Final Valuation Date: $25.00 (below Initial Share Price and Trigger Price, Securities NOT called)
   
Settlement Amount (per Security): $10.00 × (1 + Stock Return)
$10.00 × (1 + -50%)
$5.00

Because the Securities are not called and the Final Share Price is below the Trigger Price, at maturity we will pay you a total of $5.00 per $10.00 principal amount (a 50% loss on the Securities).

The hypothetical returns and hypothetical payments on the Securities shown above do not reflect 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.

9


The Underlying Stocks

Included on the following pages is a brief description of the issuers of the Underlying Stocks. This information has been obtained from publicly available sources, without independent verification. Set forth below is a table that provides the quarterly high and low closing prices of one share of each Underlying Stock. Except as specified below, the information given below is for the four calendar quarters in each of 2007, 2008, 2009, 2010 and 2011 and the first, second and third calendar quarters of 2012. Partial data is provided for the fourth calendar quarter of 2012. We obtained the closing price information set forth below from the Bloomberg Professional® service ("Bloomberg"), without independent verification. You should not take the historical prices of any Underlying Stock as an indication of future performance.

Each of the Underlying Stocks is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Companies with securities registered under the Exchange Act are required to file financial and other information specified by the SEC periodically. Information filed by the issuer of each Underlying Stock with the SEC can be reviewed electronically through a web site maintained by the SEC. The address of the SEC's web site is http://www.sec.gov. Information filed with the SEC by the issuer of each Underlying Stock under the Exchange Act can be located by reference to its SEC file number provided below. In addition, information filed with the SEC can be inspected and copied at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained from the Public Reference Section, at prescribed rates. We do not make any representation that these publicly available documents are accurate or complete.

10


Barrick Gold Corporation

According to its publicly available filings with the SEC, Barrick Gold Corporation, which we refer to as Barrick Gold, a Canadian company, is engaged in the production and sale of gold, as well as related activities such as exploration and mine development. Barrick Gold also produces copper and oil and gas and holds other interests, including a nickel development project located in Africa and a copper-gold project in Pakistan. The common shares of Barrick Gold, no par value (Bloomberg ticker: ABX), are listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Barrick Gold in the accompanying product supplement no. UBS-3-II. Barrick Gold's SEC file number is 001-09059.

Historical Information Regarding the Common Shares of Barrick Gold

The following table sets forth the quarterly high and low closing prices of one common share of Barrick Gold, based on daily closing prices on the primary exchange for Barrick Gold, as reported by Bloomberg. The closing price of one common share of Barrick Gold on December 27, 2012 was $34.26. We obtained the closing prices and other information below from Bloomberg, without independent verification. The closing prices and this other information may be adjusted by Bloomberg for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of the common shares of Barrick Gold has experienced significant fluctuations. The historical performance of the common shares of Barrick Gold should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of one common share of Barrick Gold during the term of the Securities. We cannot give you assurance that the performance of the common shares of Barrick Gold will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Barrick Gold will pay in the future. In any event, as an investor in the Securities, you will not be entitled to receive dividends, if any, that may be payable on the common shares of Barrick Gold.

                             
  Quarter Begin     Quarter End     Quarterly High     Quarterly Low     Close  
  1/1/2007     3/31/2007     $32.11     $27.42     $28.55  
  4/1/2007     6/30/2007     $31.17     $27.99     $29.07  
  7/1/2007     9/30/2007     $40.94     $29.60     $40.28  
  10/1/2007     12/31/2007     $46.98     $37.39     $42.05  
  1/1/2008     3/31/2008     $53.57     $41.94     $43.45  
  4/1/2008     6/30/2008     $46.04     $37.36     $45.50  
  7/1/2008     9/30/2008     $50.39     $26.60     $36.74  
  10/1/2008     12/31/2008     $37.36     $18.14     $36.77  
  1/1/2009     3/31/2009     $39.58     $26.04     $32.42  
  4/1/2009     6/30/2009     $38.08     $27.53     $33.55  
  7/1/2009     9/30/2009     $40.04     $31.48     $37.90  
  10/1/2009     12/31/2009     $47.93     $34.58     $39.38  
  1/1/2010     3/31/2010     $41.76     $34.00     $38.34  
  4/1/2010     6/30/2010     $46.38     $39.11     $45.41  
  7/1/2010     9/30/2010     $47.22     $40.03     $46.29  
  10/1/2010     12/31/2010     $54.83     $45.45     $53.18  
  1/1/2011     3/31/2011     $53.88     $46.13     $51.91  
  4/1/2011     6/30/2011     $55.63     $43.04     $45.29  
  7/1/2011     9/30/2011     $55.18     $44.78     $46.65  
  10/1/2011     12/31/2011     $53.17     $44.19     $45.25  
  1/1/2012     3/31/2012     $49.83     $43.09     $43.48  
  4/1/2012     6/30/2012     $44.21     $34.99     $37.57  
  7/1/2012     9/30/2012     $42.86     $32.14     $41.76  
  10/1/2012     12/27/2012 *   $42.19     $33.27     $34.26  

   
* As of the date of this pricing supplement, available information for the fourth calendar quarter of 2012 includes data for the period from October 1, 2012 through December 27, 2012. Accordingly, the "Quarterly High," "Quarterly Low" and "Close" data indicated are for this shortened period only and do not reflect complete data for the fourth calendar quarter of 2012.

11


The graph below illustrates the daily performance of the common shares of Barrick Gold from January 2, 2002 through December 27, 2012, based on information from Bloomberg, without independent verification. The dotted line represents the Trigger Price, equal to 75% of the closing price on December 27, 2012.

Past performance of the Underlying Stock is not indicative of the future performance of the Underlying Stock.

barrickchart.jpg

 

12


VMware, Inc.

According to its publicly available filings with the SEC, VMware, Inc., which we refer to as VMware, is a provider of virtualization-based cloud infrastructure solutions utilised by businesses. The common stock of VMware, par value $0.01 per share (Bloomberg ticker: VMW), is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of VMware in the accompanying product supplement no. UBS-3-II. VMware's SEC file number is 001-33622.

Historical Information Regarding the Class A Common Stock of VMware

The following table sets forth the quarterly high and low closing prices of one share of the Class A common stock of VMware, based on daily closing prices on the primary exchange for VMware, as reported by Bloomberg. The closing price of one share of the Class A common stock of VMware on December 27, 2012 was $94.61. We obtained the closing prices and other information below from Bloomberg, without independent verification. The closing prices and this other information may be adjusted by Bloomberg for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of the Class A common stock of VMware has experienced significant fluctuations. The historical performance of the Class A common stock of VMware should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of one share of the Class A common stock of VMware during the term of the Securities. We cannot give you assurance that the performance of the Class A common stock of VMware will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that VMware will pay in the future. In any event, as an investor in the Securities, you will not be entitled to receive dividends, if any, that may be payable on the Class A common stock of VMware.

                             
  Quarter Begin     Quarter End     Quarterly High     Quarterly Low     Close  
  8/14/2007 *   9/30/2007     $85.00     $51.00     $85.00  
  10/1/2007     12/31/2007     $124.83     $71.44     $84.99  
  1/1/2008     3/31/2008     $84.60     $42.77     $42.82  
  4/1/2008     6/30/2008     $72.08     $43.68     $53.86  
  7/1/2008     9/30/2008     $55.01     $26.00     $26.64  
  10/1/2008     12/31/2008     $31.81     $17.88     $23.69  
  1/1/2009     3/31/2009     $26.33     $19.89     $23.62  
  4/1/2009     6/30/2009     $32.81     $25.40     $27.27  
  7/1/2009     9/30/2009     $41.09     $26.12     $40.17  
  10/1/2009     12/31/2009     $45.57     $37.75     $42.38  
  1/1/2010     3/31/2010     $54.49     $41.58     $53.30  
  4/1/2010     6/30/2010     $72.52     $52.47     $62.59  
  7/1/2010     9/30/2010     $87.80     $63.28     $84.94  
  10/1/2010     12/31/2010     $91.02     $73.12     $88.91  
  1/1/2011     3/31/2011     $97.00     $74.81     $81.54  
  4/1/2011     6/30/2011     $100.23     $78.54     $100.23  
  7/1/2011     9/30/2011     $107.75     $76.76     $80.38  
  10/1/2011     12/31/2011     $103.25     $76.85     $83.19  
  1/1/2012     3/31/2012     $112.46     $81.67     $112.37  
  4/1/2012     6/30/2012     $114.62     $84.06     $91.04  
  7/1/2012     9/30/2012     $102.27     $80.29     $96.74  
  10/1/2012     12/27/2012 **   $97.33     $83.36     $94.61  

   
* The Class A common stock of VMware commenced trading on August 14, 2007. Accordingly, the "Quarterly High," "Quarterly Low" and "Close" data indicated for the third calendar quarter of 2007 are for the shortened period from August 14, 2007 through September 30, 2007.
** As of the date of this pricing supplement, available information for the fourth calendar quarter of 2012 includes data for the period from October 1, 2012 through December 27, 2012. Accordingly, the "Quarterly High," "Quarterly Low" and "Close" data indicated are for this shortened period only and do not reflect complete data for the fourth calendar quarter of 2012.

13


The graph below illustrates the daily performance of the Class A common stock of VMware from August 14, 2007 through December 27, 2012, based on information from Bloomberg, without independent verification. The dotted line represents the Trigger Price, equal to 70% of the closing price on December 27, 2012.

Past performance of the Underlying Stock is not indicative of the future performance of the Underlying Stock.

vmwarechart.jpg

 

14


Morgan Stanley

According to its publicly available filings with the SEC, Morgan Stanley is a global financial services firm that provides products and services to clients and customers, including corporations, governments, financial institutions and individuals. The common stock of Morgan Stanley, par value $0.01 per share (Bloomberg ticker: MS), is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Morgan Stanley in the accompanying product supplement no. UBS-3-II. Morgan Stanley's SEC file number is 001-11758.

Historical Information Regarding the Common Stock of Morgan Stanley

The following table sets forth the quarterly high and low closing prices of one share of the common stock of Morgan Stanley, based on daily closing prices on the primary exchange for Morgan Stanley, as reported by Bloomberg. The closing price of one share of the common stock of Morgan Stanley on December 27, 2012 was $18.77. We obtained the closing prices and other information below from Bloomberg, without independent verification. The closing prices and this other information may be adjusted by Bloomberg for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of the common stock of Morgan Stanley has experienced significant fluctuations. The historical performance of the common stock of Morgan Stanley should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of one share of the common stock of Morgan Stanley during the term of the Securities. We cannot give you assurance that the performance of the common stock of Morgan Stanley will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Morgan Stanley will pay in the future. In any event, as an investor in the Securities, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Morgan Stanley.

                             
  Quarter Begin     Quarter End     Quarterly High     Quarterly Low     Close  
  1/1/2007     3/31/2007     $70.27     $59.47     $65.38  
  4/1/2007     6/30/2007     $74.13     $65.32     $69.63  
  7/1/2007     9/30/2007     $73.26     $56.63     $63.00  
  10/1/2007     12/31/2007     $69.09     $47.95     $53.11  
  1/1/2008     3/31/2008     $51.81     $36.38     $45.70  
  4/1/2008     6/30/2008     $50.65     $36.07     $36.07  
  7/1/2008     9/30/2008     $45.39     $20.99     $23.00  
  10/1/2008     12/31/2008     $24.42     $9.20     $16.04  
  1/1/2009     3/31/2009     $25.91     $13.10     $22.77  
  4/1/2009     6/30/2009     $31.39     $21.08     $28.51  
  7/1/2009     9/30/2009     $32.98     $25.50     $30.88  
  10/1/2009     12/31/2009     $35.74     $29.12     $29.60  
  1/1/2010     3/31/2010     $32.92     $26.60     $29.29  
  4/1/2010     6/30/2010     $31.94     $23.21     $23.21  
  7/1/2010     9/30/2010     $27.87     $22.83     $24.68  
  10/1/2010     12/31/2010     $27.66     $24.19     $27.21  
  1/1/2011     3/31/2011     $30.99     $27.11     $27.32  
  4/1/2011     6/30/2011     $27.76     $21.93     $23.01  
  7/1/2011     9/30/2011     $24.20     $13.06     $13.50  
  10/1/2011     12/31/2011     $19.41     $12.47     $15.13  
  1/1/2012     3/31/2012     $21.17     $15.90     $19.64  
  4/1/2012     6/30/2012     $19.81     $12.36     $14.59  
  7/1/2012     9/30/2012     $18.24     $12.62     $16.74  
  10/1/2012     12/27/2012 *   $19.20     $16.09     $18.77  

   
* As of the date of this pricing supplement, available information for the fourth calendar quarter of 2012 includes data for the period from October 1, 2012 through December 27, 2012. Accordingly, the "Quarterly High," "Quarterly Low" and "Close" data indicated are for this shortened period only and do not reflect complete data for the fourth calendar quarter of 2012.

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The graph below illustrates the daily performance of the common stock of Morgan Stanley from January 2, 2002 through December 27, 2012, based on information from Bloomberg, without independent verification. The dotted line represents the Trigger Price, equal to 70% of the closing price on December 27, 2012.

Past performance of the Underlying Stock is not indicative of the future performance of the Underlying Stock.

morganchart.jpg

 

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Supplemental Plan of Distribution

We have agreed to indemnify UBS and JPMS against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required to make relating to these liabilities as described in the prospectus supplement and the prospectus. We have agreed that UBS may sell all or a part of the Securities that it purchases from us to its affiliates at the price indicated on the cover of this pricing supplement.

Subject to regulatory constraints, JPMS intends to offer to purchase the Securities in the secondary market, but it is not required to do so.

We or our affiliates may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities, and JPMS and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See "Use of Proceeds and Hedging" beginning on page PS-17 of the accompanying product supplement no. UBS-3-II.

Validity of the Securities

In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the Securities offered by this 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 Securities 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 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 Securities 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 March 29, 2012, which was filed as an exhibit to a Current Report on Form 8-K by us on March 29, 2012.

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