Form 424B2 MORGAN STANLEY

CALCULATION OF REGISTRATION FEE

 

		Maximum Aggregate		Amount of Registration
Title of Each Class of Securities Offered		Offering Price		Fee
Fixed Rate Senior Notes due 2031		$329,000		$33.13

 

PROSPECTUS Dated February 16, 2016	Pricing Supplement No. 931 to
PROSPECTUS SUPPLEMENT Dated November 19, 2014	Registration Statement No. 333-200365
	Dated May 23, 2016
	Rule 424(b)(2)

 

GLOBAL MEDIUM-TERM NOTES, SERIES F

Fixed Rate Senior Notes Due May 26, 2031

 

We, Morgan Stanley, will issue the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due May 26, 2031 (the "notes") only in registered form, which form is further described under "Description of Notes-Forms of Notes" in the accompanying prospectus supplement.

 

We describe the basic features of the notes, including how interest is calculated, accrued and paid, including where a scheduled interest payment date is not a business day (the following unadjusted business day convention), in the section of the accompanying prospectus supplement called "Description of Notes" and in the section of the accompanying prospectus called "Description of Debt Securities-Fixed Rate Debt Securities," subject to and as modified by the provisions described below.

 

Principal Amount:	$329,000
Maturity Date:	May 26, 2031
Settlement Date	May 26, 2016
(Original Issue Date):
Interest Accrual Date:	May 26, 2016
Issue Price:	100%
Commissions:	2.500%
Proceeds to Morgan	$320,775.00
Stanley:
Specified Currency:	U.S. dollars
Redemption Percentage at	100%
Maturity:
Interest Rate:	3.500% per annum (calculated on
	a 30/360 day count basis)

Interest Payment Period:	Semi-annually
Interest Payment Dates:	Each May 26 and
	November 26 commencing
	November 26, 2016
Call Price:	NA
First Call Date:	NA
Call Frequency:	NA
Business Day:	New York
Minimum Denominations:	$1,000 and integral
	multiples of $1,000 in
	excess thereof
Survivor's Option:	No
CUSIP:	61760LHG3
Other Provisions:	None

 

Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.

 

The notes 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.

 

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this pricing supplement or the accompanying prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

MORGAN STANLEY

 

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

 

On the date first set forth above, we agreed to sell to the manager listed below, and it agreed to purchase, the principal amounts of notes set forth opposite its name below at the "purchase price" for notes. The purchase price for the notes equals the stated Issue Price as set forth above, plus accrued interest, less the Commissions set forth above.

 

Name	Principal Amount of Notes
Morgan Stanley & Co. LLC	$329,000

 

Morgan Stanley & Co. LLC is our wholly-owned subsidiary. This offering will be conducted in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate and related conflicts of interest. In accordance with FINRA Rule 5121, MS & Co. LLC may not make sales in this offering to any discretionary accounts without the prior written approval of the customer.

 

The manager has agreed that it will not purchase, deliver, offer or sell the notes or possess or distribute offering material in relation to the notes in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by such manager or for or on behalf of us unless such consent, approval or permission has been previously obtained.

 

Validity of the Notes

 

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing supplement have been executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture and delivered against payment as contemplated herein, such notes will be valid and binding obligations of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Senior Debt Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 16, 2016, which is Exhibit 5-a to Post-Effective Amendment No.1 to the Registration Statement on Form S-3 filed by Morgan Stanley on February 16, 2016.

 

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