Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY

August 2016

Pricing Sheet dated August 26, 2016 relating to

 Preliminary Terms No. 1,035 dated August 18, 2016

Registration Statement Nos. 333-200365; 333-200365-12

 Filed pursuant to Rule 433

 

Morgan Stanley Finance LLC

Structured Investments

Opportunities in U.S. Equities

Contingent Income Auto-Callable Securities due August 29, 2019

Based on the Performance of the Common Stock of Las Vegas Sands Corp.

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

Pricing Terms – august 26, 2016
Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Underlying stock:	Las Vegas Sands Corp. common stock
Aggregate principal amount:	$3,485,980
Stated principal amount:	$10 per security
Issue price:	$10 per security
Pricing date:	August 26, 2016
Original issue date:	August 31, 2016 (3 business days after the pricing date)
Maturity date:	August 29, 2019
Early redemption:	If, on any of the first eleven determination dates, the determination closing price of the underlying stock is greater than or equal to the initial share price, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date.  No further payments will be made on the securities once they have been redeemed.
Early redemption payment:	The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the related determination date.
Determination closing price:	The closing price of the underlying stock on any determination date other than the final determination date times the adjustment factor on such determination date.
Contingent quarterly coupon:	·  If, on any determination date, the determination closing price or the final share price, as applicable, is greater than or equal to the downside threshold price, we will pay a contingent quarterly coupon at an annual rate of 12.70% (corresponding to approximately $0.3175 per quarter per security) on the related contingent payment date. ·  If, on any determination date, the determination closing price or the final share price, as applicable, is less than the downside threshold price, no contingent quarterly coupon will be paid with respect to that determination date.
Determination dates:	November 28, 2016, February 27, 2017, May 26, 2017, August 28, 2017, November 27, 2017, February 26, 2018, May 29, 2018, August 27, 2018, November 26, 2018, February 26, 2019, May 28, 2019 and August 26, 2019, subject to postponement for non-trading days and certain market disruption events.  We also refer to August 26, 2019 as the final determination date.
Contingent payment dates:	With respect to each determination date other than the final determination date, the third business day after the related determination date.  The payment of the contingent quarterly coupon, if any, with respect to the final determination date will be made on the maturity date.
Payment at maturity:	·  If the final share price is greater than or equal to the downside threshold price: ·  If the final share price is less than the downside threshold price:	(i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date (i) the stated principal amount multiplied by (ii) the share performance factor
Share performance factor:	Final share price divided by the initial share price
Adjustment factor:	1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Downside threshold price:	$35.231, which is equal to 70% of the initial share price
Initial share price:	$50.33, which is equal to the closing price of the underlying stock on the pricing date
Final share price:	The closing price of the underlying stock on the final determination date times the adjustment factor on such date
CUSIP:	61766B879
ISIN:	US61766B8798
Listing:	The securities will not be listed on any securities exchange.
Agent:	Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley.  See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms.
Estimated value on the pricing date:	$9.629 per security.  See “Investment Summary” in the accompanying preliminary terms.

Commissions and issue price:	Price to public	Agent’s commissions and fees	Proceeds to us(3)
Per security	$10	$0.20(1)
		$0.05(2)	$9.75
Total	$3,485,980	$87,149.50	$3,398,830.50

(1)

Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $0.20 for each security they sell. For additional information, see “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms and “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

(2)

Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.

(3)

See “Use of proceeds and hedging” in the accompanying preliminary terms.

 

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this document together with the preliminary terms describing the offering and the related product supplement and prospectus, each of which can be accessed via the hyperlinks below.

As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

 

Preliminary Terms No. 1,035 dated August 18, 2016

 

Product Supplement for Auto-Callable Securities dated February 29, 2016       Prospectus dated February 16, 2016

 

MSFL and Morgan Stanley have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents MSFL and Morgan Stanley have filed with the SEC for more complete information about MSFL, Morgan Stanley and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.

 

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