Sec Form 4 Filing - DIMON JAMES @ JPMORGAN CHASE & CO - 2020-03-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DIMON JAMES 2. Issuer Name and Ticker or Trading Symbol JPMORGAN CHASE & CO [ JPM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 383 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2020 (Street) NEW YORK, NY10179-0001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/25/2020 M 412,233.6638 ( 1 ) A $ 0 ( 2 ) 851,389.6638 D Common Stock 03/25/2020 F 219,391.6638 D $ 89.845 631,998 ( 3 ) D Common Stock 01/15/2020 G V 169,101 A ( 4 ) $ 0 1,903,146 I By Family Trusts Common Stock 01/15/2020 G V 169,101 D ( 4 ) $ 0 4,166,636 ( 3 ) I By GRATs Common Stock 7,784.4293 I By 401(k) Common Stock 115,800 I By LLC ( 5 ) Common Stock 441,730 ( 6 ) I By Spouse Common Stock 793,270 ( 6 ) I By Spouse's GRATs

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Units ( 2 ) 03/25/2020 M 412,233.6638 ( 7 ) ( 7 ) ( 7 ) Common Stock 412,233.6638 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DIMON JAMES 383 MADISON AVENUE NEW YORK, NY10179-0001 X Chairman & CEO Signatures /s/ David K.F. Gillis under POA 03/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent JPMC common stock acquired on March 25, 2020 upon settlement of a Performance Share Unit (PSU) award granted on January 17, 2017 for the three-year performance period ended December 31, 2019 (as previously disclosed on a Form 4 filed on March 19, 2020), and must be held for an additional two-year period, for a total combined vesting and holding period of five years from the date of grant. ( 2 )Each PSU represents a contingent right to receive one share of JPMC common stock upon vesting based on the attainment of performance goals. ( 3 )Balances reflect a) 150,000 shares transferred to the Reporting Person from his spouse's Grantor Retained Annuity Trust (GRAT) on November 1, 2019, pursuant to an agreement entered into on August 15, 2019, under the terms of the GRAT; b) 515,927 shares transferred from a GRAT to the Grantor on November 20, 2019; and c) 665,927 shares transferred from the Grantor for funding of a GRAT on November 21, 2019. These transfers are exempt from Section 16 pursuant to Rule 16a-13. ( 4 )Upon termination of a GRAT, 169,101 shares were transferred to Family Trusts as beneficiaries on January 15, 2020. ( 5 )Reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest. ( 6 )Balances reflect a) 150,000 shares transferred to the Reporting Person from a GRAT on November 1, 2019, pursuant to an agreement entered into on August 15, 2019, under the terms of the GRAT and b) 441,730 shares transferred from a GRAT to the Grantor on November 13, 2019. These transfers are exempt from Section 16 pursuant to Rule 16a-13. ( 7 )Represents PSUs earned (including reinvested dividend equivalents) based on the Firm's attainment of pre-established performance goals for the three-year performance period ended December 31, 2019, as provided under the terms of a PSU award granted on January 17, 2017, and as previously reported on a Form 4 filed on March 19, 2020. The PSUs settled in shares of common stock on March 25, 2020. Shares delivered, after applicable tax withholding, must be held for an additional two-year period, for a total combined vesting and holding period of five years from the date of grant.

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