Obligation Morgan Stanleigh 0% ( US61761JPD53 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61761JPD53 ( en USD )

28/02/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61761JPD53 en USD 0%, échue

1 000 USD

3 581 000 USD

61761JPD5

N/A

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JPD53, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2024

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JPD53, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp44330_424b2-ps1255.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Trigger Performance Leveraged Upside SecuritiesSM
$3,581,000
$461.23
due 2024

February 2014

Pricing Supplement No. 1,255
Registration Statement No. 333-178081
Dated February 25, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in International Equities

Trigger PLUS Based on the Value of the EURO STOXX 50® Index due February 28, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
The Trigger PLUS are unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee any return of principal
at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and
prospectus, as supplemented or modified by this document. At maturity, if the underlying index has appreciated in value,
investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying
index. If the underlying index depreciates in value but the final index value is greater than the trigger level, investors will
receive the stated principal amount of their investment. However, if the underlying index has depreciated in value so that the
final index value is less than or equal to the trigger level, investors will lose a significant portion or all of their investment,
resulting in a 1% loss for every 1% decline in the index value over the term of the Trigger PLUS. Under these circumstances,
the payment at maturity will be less than 50% of the stated principal amount and could be zero. Accordingly, you may lose
your entire investment. These long-dated Trigger PLUS are for investors who seek an equity index-based return and who
are willing to risk their principal and forgo current income in exchange for the upside leverage feature and the limited
protection against loss but only if the final index value is greater than the trigger level. Investors may lose their entire
initial investment in the Trigger PLUS. The Trigger PLUS are notes issued as part of Morgan Stanley's Series F Global
Medium-Term Notes program.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you
could lose some or all of your investment. These Trigger PLUS are not secured obligations and you will not have
any security interest in, or otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan
Stanley
Maturity date:
February 28, 2024
Underlying index:
EURO
STOXX
50® Index
Aggregate principal
$3,581,000
amount:
Payment at maturity:
If the final index value is greater than the initial index value: $1,000 + leveraged upside
payment
If the final index value is less than or equal to the initial index value but is greater than the
trigger level: $1,000
If the final index value is less than or equal to the trigger level: $1,000 × index performance
factor
This amount will be less than the stated principal amount of $1,000 and will represent a loss
of at least 50%, and possibly all, of your investment.
Leveraged upside
$1,000 × leverage factor × index percent increase
payment:
Leverage factor:
250%
Index percent increase:
(final index value initial index value) / initial index value
Index performance factor: final index value / initial index value
Initial index value:
3,157.48, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
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Trigger level:
1,578.74, which is 50% of the initial index value
Valuation date:
February 23, 2024, subject to adjustment for non-index business days and certain market
disruption events
Stated principal amount: $1,000 per Trigger PLUS
Issue price:
$1,000 per Trigger PLUS (see "Commissions and issue price" below)
Pricing date:
February 25, 2014
Original issue date:
February 28, 2014 (3 business days after the pricing date)
CUSIP / ISIN:
61761JPD5 / US61761JPD53
Listing:
The Trigger PLUS wil 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."
Estimated value on the
$950.30 per Trigger PLUS. See "Investment Summary" beginning on page 2.
pricing date:
Commissions and issue

Price to public(1)
Agent's commissions(2)
Proceeds to issuer(3)
price:
Per Trigger PLUS
$1,000
$35
$965
Total
$3,581,000
$125,335
$3,455,665
(1) The price to public for investors purchasing the Trigger PLUS in fee-based advisory accounts will be $970 per Trigger
PLUS.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales
commission of $35 for each Trigger PLUS they sell; provided that dealers selling to investors purchasing the Trigger
PLUS in fee-based advisory accounts will receive a sales commission of $5 per Trigger PLUS. See "Supplemental
information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution
(Conflicts of Interest)" in the accompanying product supplement for PLUS.
(3) See "Use of proceeds and hedging" on page 13.

The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 6.

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

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

You should read this document together with the related product supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Information About the Trigger
PLUS" at the end of this document.

Product Supplement for PLUS dated August 17, 2012 Index Supplement dated November 21, 2011
Prospectus dated November 21, 2011

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Trigger PLUS Based on the Value of the EURO STOXX 50® Index due February 28, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Investment Summary

Trigger Performance Leveraged Upside Securities

Principal at Risk Securities

The Trigger PLUS Based on the Value of the EURO STOXX 50® Index due February 28, 2024 (the "Trigger PLUS") can be
used:

§
As an alternative to direct exposure to the underlying index that enhances returns for any positive performance of the
underlying index

§
To enhance returns and potentially outperform the underlying index in a bullish scenario with no limitation on the
appreciation potential

§
To provide limited protection against a loss of principal in the event of a decline of the underlying index as of the valuation
date but only if the final index value is greater than the trigger level
Maturity:
10 years
Leverage factor:
250%
Trigger level:
50% of the initial index value
Minimum payment at maturity: None. You could lose your entire initial investment in the Trigger
PLUS.
Interest:
None

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, selling, structuring
and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger PLUS on the
pricing date is less than $1,000. We estimate that the value of each Trigger PLUS on the pricing date is $950.30.

What goes into the estimated value on the pricing date?

In valuing the Trigger PLUS on the pricing date, we take into account that the Trigger PLUS comprise both a debt component
and a performance-based component linked to the underlying index. The estimated value of the Trigger PLUS is determined
using our own pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments
based on the underlying index, volatility and other factors including current and expected interest rates, as well as an interest
rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate
debt trades in the secondary market.

What determines the economic terms of the Trigger PLUS?

In determining the economic terms of the Trigger PLUS, including the leverage factor and the trigger level, we use an internal
funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the
issuing, sel ing, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or
more of the economic terms of the Trigger PLUS would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the Trigger
PLUS?

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The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions,
including those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date,
because the secondary market price takes into account our secondary market credit spread as wel as the bid-offer spread
that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs
associated with issuing, selling, structuring and hedging the Trigger PLUS are not fully deducted upon issuance, for a period
of up to 12 months fol owing the issue date, to the extent that MS & Co. may buy or sel the Trigger PLUS in the secondary
market, absent changes in

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Trigger PLUS Based on the Value of the EURO STOXX 50® Index due February 28, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

market conditions, including those related to the underlying index, and to our secondary market credit spreads, it would do so
based on values higher than the estimated value. We expect that those higher values wil also be reflected in your brokerage
account statements.

MS & Co. may, but is not obligated to, make a market in the Trigger PLUS and, if it once chooses to make a market, may
cease doing so at any time.

February 2014
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Trigger PLUS Based on the Value of the EURO STOXX 50® Index due February 28, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Key Investment Rationale

Trigger PLUS offer leveraged exposure to any positive performance of the underlying index. In exchange for the leverage
feature, investors are exposed to the risk of loss of a significant portion or al of their investment due to the trigger
feature. At maturity, an investor wil receive an amount in cash based upon the closing value of the underlying index on the
valuation date. The Trigger PLUS are unsecured obligations of Morgan Stanley, and all payments on the Trigger PLUS are
subject to the credit risk of Morgan Stanley. Investors may lose their entire initial investment in the Trigger PLUS.

Leveraged
The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct
Performance
investment in the underlying index.
Trigger Feature
At maturity, even if the underlying index has declined over the term of the Trigger PLUS, you wil
receive your stated principal amount but only if the final index value is greater than the trigger
level.
Upside Scenario
The final index value is greater than the initial index value and, at maturity, the Trigger PLUS
redeem for the stated principal amount of $1,000 plus 250% of the increase in the value of the
underlying index.
Par Scenario
The final index value is less than or equal to the initial index value but is greater than the trigger
level. In this case, you receive the stated principal amount of $1,000 at maturity even though the
underlying index has depreciated.
Downside Scenario
The final index value is less than or equal to the trigger level. In this case, the Trigger PLUS
redeem for at least 50% less than the stated principal amount, and this decrease will be by an
amount proportionate to the decline in the value of the underlying index over the term of the
Trigger PLUS.

February 2014
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Trigger PLUS Based on the Value of the EURO STOXX 50® Index due February 28, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

How the Trigger PLUS Work

Payoff Diagram

The payoff diagram below illustrates the payment at maturity on the Trigger PLUS based on the following terms:

Stated principal amount:
$1,000 per Trigger PLUS
Leverage factor:
250%
Trigger level:
50% of the initial index value
Trigger PLUS Payoff Diagram

How it works

§
Upside Scenario: If the final index value is greater than the initial index value, investors will receive the $1,000 stated
principal amount plus 250% of the appreciation of the underlying index over the term of the Trigger PLUS.

§
If the underlying index appreciates 5%, investors will receive a 12.5% return, or $1,125.00 per Trigger PLUS.

§
Par Scenario: If the final index value is less than or equal to the initial index value but is greater than the trigger level,
investors wil receive the $1,000 stated principal amount.

§
If the underlying index depreciates 30%, investors wil receive the $1,000 stated principal amount.

§
Downside Scenario: If the final index value is less than or equal to the trigger level, investors will receive an amount
significantly less than the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the
underlying index.
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§
If the underlying index depreciates 80%, investors wil lose 80% of the investor's principal and receive only $200 per
Trigger PLUS at maturity, or 20% of the stated principal amount.

February 2014
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Trigger PLUS Based on the Value of the EURO STOXX 50® Index due February 28, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for
PLUS, index supplement and prospectus. You should also consult with your investment, legal, tax, accounting and other
advisers in connection with your investment in the Trigger PLUS.

§
Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ from
those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee payment of any principal at
maturity. If the final index value is less than or equal to the trigger level (which is 50% of the initial index level), the
payout at maturity will be an amount in cash that is at least 50% less than the $1,000 stated principal amount of each
Trigger PLUS, and this decrease will be by an amount proportionate to the decrease in the value of the underlying
index. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.

§
The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our
control, wil influence the value of the Trigger PLUS in the secondary market and the price at which MS & Co. may be
willing to purchase or sell the Trigger PLUS in the secondary market, including: the value, volatility (frequency and
magnitude of changes in value) and dividend yield of the underlying index, interest and yield rates, time remaining to
maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events that affect the
underlying index or equities markets general y and which may affect the final index value of the underlying index, and any
actual or anticipated changes in our credit ratings or credit spreads. General y, the longer the time remaining to maturity,
the more the market price of the Trigger PLUS will be affected by the other factors described above. The value of the
underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will
lessen. See "EURO STOXX 50® Index Overview" below. You may receive less, and possibly significantly less, than the
stated principal amount per Trigger PLUS if you try to sel your Trigger PLUS prior to maturity.

§
The Trigger PLUS are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its
credit ratings or credit spreads may adversely affect the market value of the Trigger PLUS. You are dependent
on Morgan Stanley's ability to pay all amounts due on the Trigger PLUS at maturity and therefore you are subject to the
credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the Trigger PLUS, your investment
would be at risk and you could lose some or all of your investment. As a result, the market value of the Trigger PLUS
prior to maturity will be affected by changes in the market's view of Morgan Stanley's creditworthiness. Any actual or
anticipated decline in Morgan Stanley's credit ratings or increase in the credit spreads charged by the market for taking
Morgan Stanley credit risk is likely to adversely affect the market value of the Trigger PLUS.

§
There are risks associated with investments in securities linked to the value of foreign equity securities. The
Trigger PLUS are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign
equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those
markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also,
there is general y less publicly available information about foreign companies than about U.S. companies that are subject
to the reporting requirements of the United States Securities and Exchange Commission, and foreign companies are
subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S.
reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial
and social factors in those countries, or global regions, including changes in government, economic and fiscal policies
and currency exchange laws. Local securities markets may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible
at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United
States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payment positions.

§
The amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time other
than the valuation date. The final index value wil be based on the index closing value on the valuation date, subject to
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adjustment for non-index business days and certain market disruption events.

February 2014
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