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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/07/19 JPMorgan Chase & Co 8-K:3,5,8,911/06/19 15:599K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 57K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 43K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 10K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 167K 5: EX-5.1 Opinion of Counsel re: Legality HTML 16K 10: R1 Document and Entity Information HTML 78K 15: XML IDEA XML File -- Filing Summary XML 13K 13: XML XBRL Instance -- d811237d8k_htm XML 44K 11: EXCEL IDEA Workbook of Financial Reports XLSX 7K 7: EX-101.DEF XBRL Definitions -- jpm-20191106_def XML 52K 8: EX-101.LAB XBRL Labels -- jpm-20191106_lab XML 89K 9: EX-101.PRE XBRL Presentations -- jpm-20191106_pre XML 54K 6: EX-101.SCH XBRL Schema -- jpm-20191106 XSD 21K 12: JSON XBRL Instance as JSON Data -- MetaLinks 17± 28K 14: ZIP XBRL Zipped Folder -- 0001193125-19-287311-xbrl Zip 61K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): i November 6, 2019
i JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
| i Delaware |
i i 1-5805 / |
i 13-2624428 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. employer identification no.) | ||
| i 383 Madison Avenue, i New York, i New York |
i 10179 | |||
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: ( i 212) i 270-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common stock |
i JPM |
i The New York Stock Exchange | ||
| Depositary Shares, each representing a one-four hundredth interest in a share of |
i JPM PR A |
i The New York Stock Exchange | ||
| Depositary Shares, each representing a one-four hundredth interest in a share of |
i JPM PR F |
i The New York Stock Exchange | ||
| Depositary Shares, each representing a one-four hundredth interest in a share of |
i JPM PR G |
i The New York Stock Exchange | ||
| Depositary Shares, each representing a one-four hundredth interest in a share of |
i JPM PR H |
i The New York Stock Exchange | ||
| Depositary Shares, each representing a one-four hundredth interest in a share of |
i JPM PR D |
i The New York Stock Exchange | ||
| Depositary Shares, each representing a one-four hundredth interest in a share of |
i JPM PR C |
i The New York Stock Exchange | ||
| i Alerian MLP Index ETNs due May 24, 2024 |
i AMJ |
NYSE Arca, Inc. | ||
| Guarantee of Callable Step-Up Fixed Rate Notes due April 26, 2028 of JPMorgan |
i JPM/28 |
i The New York Stock Exchange | ||
| i Guarantee of Cushing 30 MLP Index ETNs due June 15, 2037 of JPMorgan Chase |
i PPLN |
NYSE Arca, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03. | Material Modification to Rights of Security Holders |
On November 7, 2019, JPMorgan Chase & Co. (the “Company”) issued 90,000 shares (the “Shares”) of the Company’s 4.75% Non-Cumulative Preferred Stock, Series GG, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series GG Preferred Stock”), which Shares were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 36,000,000 depositary shares (the “Depositary Shares”), each representing 1/400th of a Share, issued by Computershare Inc., as depositary.
Under the terms of the Series GG 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 GG Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series GG 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 GG Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends.
The terms of the Series GG Preferred Stock are more fully described in the Certificate of Designations (as defined below), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series GG Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series GG 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 November 7, 2019, 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 November 6, 2019, the Company filed a Certificate of Designations, Powers, Preferences and Rights with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series GG Preferred Stock (the “Certificate of Designations”). 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 November 7, 2019, the Company completed the issuance and sale of 90,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 36,000,000 Depositary Shares, pursuant to an Underwriting Agreement, dated October 31, 2019, 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 GG 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 |
||||
| 4.1 |
Form of certificate representing the Series GG Preferred Stock | |||
| 4.2 |
||||
| 4.3 |
Form of Depositary Receipt (included as part of Exhibit 4.2) | |||
| 5.1 |
||||
| 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). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JPMORGAN CHASE & CO. | ||
| (Registrant) | ||
| By: |
/s/ Jordan A. Costa | |
| Name: |
||
| Title: |
Managing Director | |
Dated: November 7, 2019
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/15/37 | ||||
| 4/26/28 | ||||
| 5/24/24 | ||||
| Filed on: | 11/7/19 | 4, 424B2, 8-A12B | ||
| For Period end: | 11/6/19 | 4, 424B2 | ||
| 10/31/19 | 424B2, 424B8, 8-K, FWP | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 JPMorgan Chase & Co. 10-K 12/31/23 245:67M 2/21/23 JPMorgan Chase & Co. 10-K 12/31/22 222:69M 2/22/22 JPMorgan Chase & Co. 10-K 12/31/21 219:66M 2/23/21 JPMorgan Chase & Co. 10-K 12/31/20 220:68M |