Obligation Morgan Stanleigh 0% ( US61761JQG75 ) en USD

Morgan Stanleigh

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Etas-Unis

US61761JQG75 ( en USD )

30/05/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61761JQG75 en USD 0%, échue

1 000 USD

1 126 000 USD

61761JQG7

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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 US61761JQG75, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/05/2024

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JQG75, a été notée NR par l'agence de notation Moody's.

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424B2 1 dp46675_424b2-ps1384.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Buffered Jump Securities due 2024
$1,126,000
$145.03
May 2014
Pricing Supplement No. 1,384
Registration Statement No. 333-178081
Dated May 27, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered Jump Securities Based on the Value of the S&P 500® Index due May
30, 2024
Principal at Risk Securities
The Buffered Jump Securities, which we refer to as the securities, offer the opportunity to earn a return based on the performance of the S&P 500® Index. Unlike
ordinary debt securities, the Buffered Jump Securities do not pay interest and provide for the minimum payment at maturity of only 20% of the principal amount at
maturity. At maturity, you wil receive for each security that you hold an amount in cash that wil vary depending on the performance of the S&P 500® Index, as
determined on the valuation date. If the index appreciates at all as of the valuation date, you wil receive for each security that you hold at maturity a minimum of
$1,000 in addition to the stated principal amount. If the index appreciates by more than 100% as of the valuation date, you wil receive for each security that you hold
at maturity the stated principal amount plus an amount based on the percentage increase of the index. However, if the index declines in value by more than 20% as
of the valuation date from its initial value, the payment due at maturity wil be less, and possibly significantly less, than the stated principal amount of the
securities. These long-dated securities are for investors who seek an equity index-based return and who are wil ing to risk their principal and forgo current income in
exchange for the upside payment and buffer features that in each case apply to a limited range of performance of the index. You could lose up to 80% of the
stated principal amount of the securities. The securities 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 securities 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
Issue price:
$1,000 per security
Stated principal amount:
$1,000 per security
Pricing date:
May 27, 2014
Original issue date:
May 30, 2014 (3 business days after the pricing date)
Maturity date:
May 30, 2024
Aggregate principal amount:
$1,126,000
Interest:
None
Underlying index:
S&P 500® Index (the "index")
Payment at maturity:
· If the final index value is greater than the initial index value:
$1,000 + the greater of (i) $1,000 × the index percent change and (ii) the upside payment
· If the final index value is less than or equal to the initial index value but greater than or equal to 1,529.528, which is
80% of the initial index value, meaning the value of the index has remained unchanged or has declined by an amount
less than or equal to the buffer amount of 20% from its initial value:
$1,000
· If the final index value is less than 1,529.528, which is 80% of the initial index value, meaning the value of the index has
declined by more than the buffer amount of 20% from its initial value:
$1,000 × (index performance factor + 20%)
Because the index performance factor will be less than 80% in this scenario, the payment at maturity will be less, and
potentially significantly less, than the stated principal amount of $1,000, subject to the minimum payment at maturity of
$200 per security.
Upside payment:
$1,000 per security (100% of the stated principal amount)
Index percent change:
(final index value initial index value) / initial index value
Buffer amount:
20%
Index performance factor:
final index value / initial index value
Initial index value:
1,911.91, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Valuation date:
May 24, 2024, subject to postponement for non-index business days and certain market disruption events
Maximum payment at maturity: None
Minimum payment at maturity:
$200 per security (20% of the stated principal amount)
CUSIP / ISIN:
61761JQG7 / US61761JQG75
Listing:
The securities wil not be listed on any securities exchange.
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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 pricing
$956.40 per security. See "Investment Summary" on page 2.
date:
Commissions and issue price:
Price to public(1)
Agent's commissions(2)
Proceeds to issuer(3)
Per security
$1,000
$35
$965
Total
$1,126,000
$39,410
$1,086,590
(1)
The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2)
Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $35
for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales
commission of $5 per security. 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 Jump Securities.
(3)
See "Use of proceeds and hedging" on page 12.

The securities 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 securities 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 Buffered Jump Securities" at the end of this document.
Product Supplement for Jump Securities dated August 17, 2012 Index Supplement dated November 21,
2011
Prospectus dated November 21, 2011

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Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2024
Principal at Risk Securities
Investment Summary

Buffered Jump Securities
Principal at Risk Securities

The Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2024 (the "securities") can be used:

§
As an alternative to direct exposure to the index that provides a minimum positive return of 100% if the index has appreciated
at al as of the valuation date and offers an uncapped 1 to 1 participation in the index appreciation of greater than 100%;

§
To enhance returns and potentially outperform the index in a moderately bullish scenario; and

§
To obtain a buffer against a specified level of negative performance in the index.

The securities are exposed on a 1:1 basis to the percentage decline of the final index value from the initial index value beyond the
buffer amount of 20%. Accordingly, 80% of your principal is at risk (e.g., a 30% depreciation in the index will result in the
payment at maturity of $900 per security).

Maturity:
10 years
Upside payment:
$1,000 per security (100% of the stated principal amount)
Buffer amount:
20%
Maximum payment at
None
maturity:
Minimum payment at
$200 per security. You could lose up to 80% of the stated principal
maturity:
amount of the securities.
Interest:
None
May 2014
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Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2024
Principal at Risk Securities
The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the
securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000. We
estimate that the value of each security on the pricing date is $956.40.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprises both a debt component and a
performance-based component linked to the underlying index. The estimated value of the securities 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 securities?

In determining the economic terms of the securities, including the upside payment, the buffer amount and the minimum payment at maturity, 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, selling, 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 securities 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 securities?

The price at which MS & Co. purchases the securities 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 well 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 securities
are not fully deducted upon issuance, for a period of up to 12 months following the issue date, to the extent that MS & Co. may buy or sell the
securities in the secondary market, absent changes in 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 will also be
reflected in your brokerage account statements.

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

Key Investment Rationale

This 10-year investment does not pay interest but offers a minimum positive return of 100% if the index appreciates at al as of
the valuation date and an uncapped 1 to 1 participation in the index appreciation of greater than 100%. However, if the index
declines in value by more than 20% as of the valuation date from its initial value, the payment due at maturity will be less, and
possibly significantly less, than the stated principal amount of the securities. You could lose up to 80% of the stated principal
amount of the securities.

Upside Scenario
If the final index value is greater than the initial index value, the payment at maturity for each
security will be equal to $1,000 plus the greater of (i) $1,000 times the index percent change and (i )
the upside payment of $1,000. There is no maximum payment at maturity on the securities.
Par Scenario
If the final index value is less than or equal to the initial index value but greater than or equal to
80% of the initial index value, which means that the index has remained unchanged or depreciated
by no more than 20% from its initial value, the payment at maturity will be $1,000 per security.

May 2014
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Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2024
Principal at Risk Securities

Downside Scenario
If the final index value is less than 80% of the initial index value, which means that the index has
depreciated by an amount greater than the buffer amount of 20%, you will lose 1% for every 1%
decline beyond the buffer amount of 20%, subject to the minimum payment at maturity of $200 per
security (e.g., a 30% depreciation in the index will result in a payment at maturity of $900 per
security).

May 2014
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Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2024
Principal at Risk Securities
How the Buffered Jump Securities Work

Payoff Diagram

The payoff diagram below illustrates the payout on the securities at maturity for a range of hypothetical percentage changes in
the index. The diagram is based on the fol owing terms:

Stated principal amount:
$1,000 per security
Upside payment:
$1,000 per security (100% of the stated
principal amount)
Buffer amount:
20%
Maximum payment at maturity:
None
Minimum payment at maturity:
$200 per security (20% of the stated principal
amount)

Buffered Jump Securities Payoff Diagram
How it works

¡
Upside Scenario. If the final index value is greater than the initial index value, the investor would receive $1,000 plus
the greater of (i) $1,000 times the index percent change and (i ) the upside payment of $1,000. Under the terms of the
security, an investor would receive a payment at maturity of $2,000 per security if the final index value has increased by
no more than 100% from the initial index value, and would receive $1,000 plus an amount that represents a 1 to 1
participation in the appreciation of the underlying index if the final index value has increased from the initial index value
by more than 100%.

¡
Par Scenario. If the final index value is less than or equal to the initial index value but has decreased from the initial
index value by an amount less than or equal to the buffer amount of 20%, the investor would receive the $1,000 stated
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principal amount per security.

¡
Downside Scenario. If the final index value has decreased from the initial index value by an amount greater than the
buffer amount of 20%, the payment at maturity would be less than the stated principal amount of $1,000 by an amount
that is proportionate to the percentage decrease of the index beyond the buffer amount. However, under no
circumstances will the payment due at maturity be less than $200 per security.

o
For example, if the final index value declines by 70% from the initial index value, the payment at maturity would
be $500 per security (50% of the stated principal amount).

May 2014
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Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2024
Principal at Risk Securities
Risk Factors

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

§
The securities do not pay interest and provide for the minimum payment at maturity of only 20% of your
principal. The terms of the securities differ from those of ordinary debt securities in that we will not pay you any interest
and will provide for the return of only 20% of the principal amount of the securities at maturity. At maturity, you will receive
for each $1,000 stated principal amount of securities that you hold an amount in cash based upon the final index value. If the
final index value is equal to the initial index value or has decreased from the initial index value by an amount less than or equal
to the buffer amount, you wil receive only the principal amount of $1,000 per security. If the final index value decreases from
the initial index value by more than the buffer amount of 20%, you will receive an amount in cash that is less than the $1,000
stated principal amount of each security by an amount proportionate to the decline in the value of the index beyond the buffer
amount, and you will lose money on your investment. You could lose up to 80% of the stated principal amount of the
securities. See "How the Buffered Jump Securities Work" above.

§
The market price of the securities may be influenced by many unpredictable factors. Several factors, many of which
are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co.
may be willing to purchase or sell the securities in the secondary market, including:

§
the value of the index at any time,

§
the volatility (frequency and magnitude of changes in value) of the index,

§
dividend rates on the securities underlying the index,

§
interest and yield rates in the market,

§
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component
stocks of the index or securities markets general y and which may affect the value of the index,

§
the time remaining until the maturity of the securities,

§
the composition of the index and changes in the constituent stocks of the index, and

§
any actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price you will receive if you sell your securities prior to maturity. Generally, the
longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors
described above. For example, you may have to sel your securities at a substantial discount from the stated principal
amount if at the time of sale the value of the index is at or below the initial index value.

You cannot predict the future performance of the index based on its historical performance. If the final index value declines
by more than the buffer amount from the initial index value, you will be exposed on a 1 to 1 basis to such decline in the final
index value beyond the buffer amount. There can be no assurance that the final index value wil be greater than the initial
index value so that you will receive at maturity an amount that is greater than the $1,000 stated principal amount for each
security you hold.

§
The securities 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 securities. You are dependent on Morgan
Stanley's ability to pay all amounts due on the securities at maturity and therefore you are subject to the credit risk of
Morgan Stanley. If Morgan Stanley defaults on its obligations under the securities, your investment would be at risk and you
could lose some or al of your investment. As a result, the market value of the securities prior to maturity wil 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 securities.

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Buffered Jump Securities Based on the Value of the S&P 500® Index due May 30, 2024
Principal at Risk Securities
§
The amount payable on the securities is not linked to the value of the 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 postponement for
non-index business days and certain market disruption events. Even if the value of the index appreciates prior to the
valuation date but then drops by the valuation date, the payment at maturity may be less, and may be significantly less, than
it would have been had the payment at maturity been linked to the value of the index prior to such drop. Although the actual
value of the index on the stated maturity date or at other times during the term of the securities may be higher than the final
index value, the payment at maturity wil be based solely on the index closing value on the valuation date.

§
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the
rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the
inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price
reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original
issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other
relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in
secondary market transactions wil likely be significantly lower than the original issue price, because secondary market prices
will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by
you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that
any dealer would charge in a secondary market transaction of this type as wel as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the securities in the original issue price and the lower
rate we are wil ing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise
would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities 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
securities in the secondary market, absent changes in 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, and we expect that
those higher values will also be reflected in your brokerage account statements.

§
The estimated value of the securities is determined by reference to our pricing and valuation models, which may
differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and
valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about
future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types
of securities, our models may yield a higher estimated value of the securities than those generated by others, including other
dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not
represent a minimum or maximum price at which dealers, including MS & Co., would be wil ing to purchase your securities in
the secondary market (if any exists) at any time. The value of your securities at any time after the date of this pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "The market price of the securities may be influenced by many unpredictable
factors" above.

§
The securities will not be listed on any securities exchange and secondary trading may be limited. The securities wil
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. Morgan
Stanley & Co. LLC, which we refer to as MS & Co., may, but is not obligated to, make a market in the securities and, if it
once chooses to make a market, may cease doing so at any time. When it does make a market, it wil general y do so for
transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into
account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding
any related hedging positions, the time remaining to maturity and the likelihood that it wil be able to resel the
securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sel the securities
easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at
which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to
transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no
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