Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY
November 2016
Pricing Sheet dated November 30, 2016 relating to
Preliminary Terms No. 1,140 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 International Equities
Dual Directional Trigger PLUS Based on the iShares® MSCI Emerging Markets ETF due December 4, 2019
Trigger Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
PRICING TERMS – NOVEMBER 30, 2016 | |||
Issuer: | Morgan Stanley Finance LLC | ||
Guarantor: | Morgan Stanley | ||
Maturity date: | December 4, 2019 | ||
Valuation date: | November 29, 2019, subject to postponement for non-trading days and certain market disruption events | ||
Underlying shares: | Shares of the iShares® MSCI Emerging Markets ETF (the “Fund”) | ||
Aggregate principal amount: | $2,215,500 | ||
Payment at maturity: |
If the final share price is greater than the initial share price: $10 + leveraged upside payment In no event will the payment at maturity exceed the maximum payment at maturity. If the final share price is less than or equal to the initial share price but is greater than or equal to the trigger level: $10 + ($10 x absolute share return) In this scenario, you will receive a 1% positive return on the Trigger PLUS for each 1% negative return on the underlying shares. In no event will this amount exceed the stated principal amount plus $2.00 per Trigger PLUS. If the final share price is less than the trigger level: $10 × share performance factor Under these circumstances, the payment at maturity will be less than the stated principal amount of $10, and will represent a loss of more than 20%, and possibly all, of your investment. | ||
Leveraged upside payment: | $10 x leverage factor x share percent change | ||
Leverage factor: | 150% | ||
Maximum payment at maturity: | $14.05 per security (140.50% of the stated principal amount) | ||
Share percent change: | (final share price – initial share price) / initial share price | ||
Absolute share return: | The absolute value of the share percent change. For example, a –5% share percent change will result in a +5% absolute share return. | ||
Share performance factor: | final share price / initial share price | ||
Initial share price: | $35.50, which is the closing price of one underlying share on the pricing date. | ||
Final share price: | The closing price of one underlying share on the valuation date times the adjustment factor on such date | ||
Adjustment factor: | 1.0, subject to adjustment in the event of certain events affecting the underlying shares | ||
Trigger level: | $28.40, which is 80% of the initial share price | ||
Stated principal amount / Issue price: | $10 per Trigger PLUS (see “Commissions and issue price” below) | ||
Pricing date: | November 30, 2016 | ||
Original issue date: | December 5, 2016 (3 business days after the pricing date) | ||
CUSIP / ISIN: | 61766F508/US61766F5089 | ||
Listing: | The Trigger PLUS 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: | $9.423 per Trigger PLUS. See “Investment Summary” in the accompanying preliminary terms. | ||
Commissions and issue price: | Price to public | Agent’s commissions | Proceeds to us(3) |
Per Trigger PLUS | $10 | $0.25(1) | |
$ | $0.05(2) | $9.70 | |
Total | $2,215,500 | $66,465 | $2,149,035 |
(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 $0.25 for each Trigger PLUS 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 for PLUS. |
(2) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the Agent or its affiliates of $0.05 for each Trigger PLUS. |
(3) | See “Use of proceeds and hedging” in the accompanying preliminary terms. |
The Trigger PLUS 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. 1,140 dated October 31, 2016
Product Supplement for PLUS 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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