JPMORGAN CHASE & CO : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.03. Material Modification to Rights of Security Holders

On January 23, 2020, JPMorgan Chase & Co. (the "Company") issued 300,000 shares (the "Shares") of the Company's Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the "Series HH Preferred Stock"), which Shares were deposited against delivery of depositary receipts (the "Depositary Receipts") evidencing 3,000,000 depositary shares (the "Depositary Shares"), each representing a one-tenth interest in a Share, issued by Computershare Inc., as depositary. Under the terms of the Series HH Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series HH Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series HH Preferred Stock for the most recently completed dividend period or, in the case of any such liquidation payment, does not pay to holders of the Series HH Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends. The terms of the Series HH Preferred Stock are more fully described in the Certificate of Designations, Powers, Preferences and Rights relating thereto (the "Certificate of Designations"), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series HH Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series HH Preferred Stock are included as Exhibit 3.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The terms of the Depositary Shares are set forth in the Deposit Agreement, dated January 23, 2020, among the Company, Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts issued thereunder (the "Deposit Agreement") and the form of Depositary Receipt. Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year

On January 22, 2020, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series HH Preferred Stock. The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Certificate of Designations is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events

On January 23, 2020, the Company completed the issuance and sale of 300,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 3,000,000 Depositary Shares, pursuant to an Underwriting Agreement, dated January 15, 2020, among the Company, J.P. Morgan Securities LLC and the other several underwriters named therein. The sale of the Depositary Shares was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-230098). In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series HH Preferred Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


   3.1        Certificate of Designations, Powers, Preferences and Rights of
            JPMorgan Chase & Co., establishing the rights, preferences, privileges,
            qualifications, restrictions and limitations relating to the
            Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, filed
            January 22, 2020.

   4.1        Form of certificate representing the Series HH Preferred Stock.

   4.2        Deposit Agreement, dated January 23, 2020, among JPMorgan Chase & Co.,
            Computershare Inc., as depositary, and the holders from time to time of
            Depositary Receipts.

   4.3        Form of Depositary Receipt (included as part of Exhibit 4.2).

   5.1        Opinion of Simpson Thacher & Bartlett LLP as to the legality of the
            Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH and the
            Depositary Shares.

  23.1        Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit
            5.1).

  101       Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in
            Inline XBRL (Inline eXtensible Business Reporting Language).

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document and included in Exhibit 101).

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