Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY
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July 2016 Pricing Sheet dated July 15, 2016 relating to Preliminary Terms No. 995 dated July 8, 2016 Registration Statement No. 333-200365 Filed pursuant to Rule 433 |
Structured Investments
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due July 21, 2017
Based on the Performance of the Market Vectors Gold Miners ETF
Principal at Risk Securities
| PRICING TERMS – JULY 15, 2016 | |||||
| Issuer: | Morgan Stanley | ||||
| Underlying shares: | Shares of the Market Vectors Gold Miners ETF (the “Fund”) | ||||
| Aggregate principal amount: | $5,738,790 | ||||
| Stated principal amount: | $10 per security | ||||
| Issue price: | $10 per security | ||||
| Pricing date: | July 15, 2016 | ||||
| Original issue date: | July 20, 2016 (3 business days after the pricing date) | ||||
| Maturity date: | July 21, 2017 | ||||
| Early redemption: | If, on any of the first three determination dates, the determination closing price of the underlying shares 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 one underlying share 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 level, we will pay a contingent quarterly coupon at an annual rate of 10.05% (corresponding to approximately $0.25125 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 level, no contingent quarterly coupon will be paid with respect to that determination date. | ||||
| Determination dates: | October 17, 2016, January 17, 2017, April 17, 2017 and July 17, 2017, subject to postponement for non-trading days and certain market disruption events. We also refer to July 17, 2017 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 level: | (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date | |||
| · If the final share price is less than the downside threshold level: | (i) the stated principal amount multiplied by (ii) the share performance factor | ||||
| Share performance factor: | The final share price divided by the initial share price | ||||
| Adjustment factor: | 1.0, subject to adjustment in the event of certain events affecting the underlying shares | ||||
| Downside threshold level: | $17.922, which is equal to 60% of the initial share price | ||||
| Initial share price: | $29.87, which is equal to the closing price of one underlying share on the pricing date | ||||
| Final share price: | The closing price of one underlying share on the final determination date times the adjustment factor on such date | ||||
| CUSIP: | 61766A459 | ||||
| ISIN: | US61766A4590 | ||||
| Listing: | The securities will not be listed on any securities exchange. | ||||
| Agent: | Morgan Stanley & Co. LLC (“MS & Co.”), 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: | $9.777 per security. See “Investment Summary” in the accompanying preliminary terms. | ||||
| Commissions and issue price: | Price to public | Agent’s commissions and fees | Proceeds to issuer(3) | ||
| Per security | $10.00 | $0.125(1) | |||
| $0.05(2) | $9.825 | ||||
| Total | $5,738,790 | $100,428.83 | $5,638,361.17 | ||
| (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 $0.125 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, index supplement and prospectus, each of which can be accessed via the hyperlinks below.
Preliminary Terms No. 995 dated July 8, 2016
Product Supplement for Auto-Callable Securities dated February 29, 2016 Index Supplement dated February 29, 2016
Prospectus dated February 16, 2016
The issuer has 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 the issuer has filed with the SEC for more complete information about the issuer 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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