Sec Form 4 Filing - DIMON JAMES @ JPMORGAN CHASE & CO - 2019-03-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 03/25/2019 (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 03/25/2019 M 578,091.2282 ( 1 ) A $ 0 ( 2 ) 1,098,106.2282 D Common Stock 03/25/2019 F 307,660.2282 D $ 99.33 790,446 ( 3 ) D Common Stock 7,586.9899 I By 401(k) Common Stock 1,358,768 I By Family Trusts Common Stock 4,040,999 ( 3 ) I By GRATs Common Stock 115,800 I By LLC ( 4 ) Common Stock 439,588 ( 5 ) I By Spouse Common Stock 945,412 ( 5 ) 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 ) 03/25/2019 M 578,091.2282 ( 6 ) ( 6 ) ( 6 ) Common Stock 578,091.2282 $ 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 03/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent JPMC common stock acquired on March 25, 2019 upon settlement of a Performance Share Unit award granted on January 19, 2016 for the three-year performance period ended December 31, 2018 (as previously disclosed on a Form 4 filed on March 21, 2019), 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 Performance Share Unit represents a contingent right to receive one share of JPMC common stock upon vesting based on the attainment of performance goals. ( 3 )Amount owned directly reflects 520,015 shares transferred from a Grantor Retainer Annuity Trust to the Grantor on January 16, 2019. This transfer is exempt from Section 16 pursuant to Rule 16a-13. ( 4 )Reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest. ( 5 )Amount owned directly by Spouse reflects 14,147 shares transferred from a Grantor Retained Annuity Trust to the Grantor on February 11, 2019. This transfer is exempt from Section 16 pursuant to Rule 16a-13. ( 6 )Represents Performance Share Units (PSUs) earned (including reinvested dividend equivalents) based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2018, as provided under the terms of a PSU award granted on January 19, 2016, and as previously reported on a Form 4 filed on March 21, 2019. The PSUs settled in shares of common stock on March 25, 2019. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.