Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY
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November 2016
Pricing Sheet dated November 30, 2016 relating to
Preliminary Terms No. 1,136 dated October 31, 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
Market-Linked Notes due June 5, 2024
Based on the Value of the S&P 500® Index
Fully and Unconditionally Guaranteed by Morgan Stanley
| PRICING TERMS – November 30, 2016 | ||||
| Issuer: | Morgan Stanley Finance LLC | |||
| Guarantor: | Morgan Stanley | |||
| Issue price: | $10 per note (see “Commissions and issue price” below) | |||
| Stated principal amount: | $10 per note | |||
| Aggregate principal amount: | $8,052,150 | |||
| Pricing date: | November 30, 2016 | |||
| Original issue date: | December 5, 2016 (3 business days after the pricing date) | |||
| Maturity date: | June 5, 2024 | |||
| Interest: | None | |||
| Underlying index: | S&P 500® Index | |||
| Payment at maturity: |
The payment due at maturity per $10 stated principal amount will equal: $10 + supplemental redemption amount, if any. In no event will the payment at maturity be less than the stated principal amount or greater than the maximum payment at maturity | |||
| Supplemental redemption amount: | (i) $10 times (ii) the index percent change times (iii) the participation rate, provided that the supplemental redemption amount will not be less than $0 or greater than $7.20 per note. | |||
| Participation rate: | 100% | |||
| Maximum payment at maturity: | $17.20 per note (172.00% of the stated principal amount) | |||
| Index percent change: | (final index value – initial index value) / initial index value | |||
| Initial index value: | 2,198.81, which is the index closing value on the pricing date | |||
| Final index value: | The index closing value on the determination date | |||
| Determination date: | May 31, 2024, subject to postponement for non-index business days and certain market disruption events | |||
| CUSIP: | 61766F466 | |||
| ISIN: | US61766F4660 | |||
| Listing: | The notes 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: | $9.291 per note. 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 note | $10 | $0.30(1) | ||
| $0.05(2) | $9.65 | |||
| Total | $8,052,150 | $281,825.25 | $7,770,324.75 | |
| (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 $0.30 for each note 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 note. |
| (3) | See “Use of proceeds and hedging” in the accompanying preliminary terms. |
“Standard & Poor’s®”, “S&P®”, “S&P 500®”, “Standard & Poor’s 500” and “500” are trademarks of Standard and Poor’s Financial Services LLC and have been licensed for use by S&P Dow Jones Indices LLC and Morgan Stanley. The Trigger PLUS are not sponsored, endorsed, sold or promoted by Standard and Poor’s Financial Services LLC, and Standard and Poor’s Financial Services LLC makes no representation regarding the advisability of investing in the Trigger PLUS.
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.
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.
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. 1,136 dated October 31, 2016
| Product Supplement for Equity-Linked Notes dated February 29, 2016 | Index Supplement 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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