JPMORGAN CHASE & CO.
270 Park Avenue
New York, New York 10017
JPMORGAN CHASE FINANCIAL COMPANY LLC
383 Madison Avenue, Floor 21
New York, New York 10179
April 5, 2018
VIA EDGAR
| Re: | JPMorgan Chase & Co. |
| JPMorgan Chase Financial Company LLC |
| Registration Statement on Form S-3 |
| File Nos. 333-222672 and 333-222672-01 |
Era Anagnosti
Acting Assistant Director
Office of Financial Services
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Anagnosti:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3, as amended (File Nos. 333-222672 and 333-222672-01), of JPMorgan Chase & Co. (“JPMorgan Chase”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on April 5, 2018, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Simpson Thacher & Bartlett LLP, by calling Lesley Peng at (212) 455-2202.
JPMorgan Chase and JPMorgan Financial acknowledge the following:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from taking any action with respect to the filings; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve JPMorgan Chase and JPMorgan Financial from their full responsibility for the adequacy and accuracy of the disclosure in the filings; and |
| • | JPMorgan Chase and JPMorgan Financial may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance in this matter.
| Very truly yours, | ||
| JPMorgan Chase & Co. | ||
| By: | /s/ Stephen B. Grant | |
| Name: | Stephen B. Grant | |
| Title: | Managing Director & Associate General Counsel | |
| JPMorgan Chase Financial Company LLC | ||
| By: | /s/ Patrick Dempsey | |
| Name: | Patrick Dempsey | |
| Title: | Treasurer & Managing Director | |
| cc: | Securities and Exchange Commission |
David Gessert