Bond Morgan Stanley Financial 0% ( US61768X1431 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ▲ 
Country  United States
ISIN code  US61768X1431 ( in USD )
Interest rate 0%
Maturity 29/02/2024 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61768X1431 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 4 394 000 USD
Cusip 61768X143
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Detailed description Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768X1431, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/02/2024

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768X1431, was rated NR by Moody's credit rating agency.







424B2 1 dp102293_424b2-ps1578.htm FORM 424B2

CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee





Trigger Absolute Return Step Securities due 2024

$4,394,000

$532.55





Pricing Supplement No. 1,578
Registration Statement Nos. 333-221595; 333-221595-01
Dated February 26, 2019
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC $4,394,000 Trigger Absolute Return Step Securities
Linked to the EURO STOXX 50® Index due February 29, 2024
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Principal at Risk Securities
I nve st m e nt De sc ript ion
These Trigger Absolute Return Step Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC ("MSFL"), fully and unconditionally guaranteed by
Morgan Stanley, with returns linked to the performance of the EURO STOXX 50® Index (the "Underlying"). If the Final Level is greater than or equal to the Step Barrier, MSFL will pay the Principal Amount
at maturity plus a return equal to the greater of (i) the Step Return of 52.40% and (ii) the Underlying Return. If the Final Level is less than the Step Barrier but greater than or equal to the Downside
Threshold, MSFL will pay the full Principal Amount at maturity and pay a return equal to the absolute value of the Underlying Return (the "Contingent Absolute Return"). However, if the Final Level is less
than the Downside Threshold, MSFL will pay significantly less than the full Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Underlying
Return. These long-dated Securities are for investors who seek an equity index-based return and who are willing to risk a loss on their principal and forgo current income in exchange for the Step Return
and the Contingent Absolute Return features and the contingent repayment of principal, which applies only if the Final Level is not less than the Downside Threshold, each as applicable at
maturity. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou w ill not re c e ive int e re st or divide nd pa ym e nt s during t he t e rm of t he Se c urit ie s. Y ou m a y lose a
signific a nt port ion or a ll of your Princ ipa l Am ount . T he Cont inge nt Absolut e Re t urn, a ny c ont inge nt re pa ym e nt of princ ipa l a nd t he St e p Re t urn a pply only if you hold t he
Se c urit ie s t o m a t urit y.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt . T he se Se c urit ie s a re not se c ure d obliga t ions
a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
Fe a t ure s

K e y Da t e s

Enha nc e d Grow t h Pot e nt ia l w it h a St e p Re t urn Fe a t ure : If the Final Level is greater
Trade Date
February 26, 2019
than or equal to the Step Barrier, MSFL will pay the Principal Amount at maturity plus pay a
Settlement Date
February 28, 2019
return equal to the greater of (i) the Step Return of 52.40% and (ii) the Underlying Return. If
Final Valuation Date*
February 26, 2024
the Final Level is less than the Downside Threshold, investors will be exposed to the negative
Maturity Date*
February 29, 2024
Underlying Return at maturity.



Cont inge nt Absolut e Re t urn a t M a t urit y: If the Final Level is less than the Step Barrier
* Subject to postponement in the event of a Market Disruption Event or for non-Index Business
and the Final Level is not less than the Downside Threshold, MSFL will pay the Principal
Days. See "Postponement of Final Valuation Date and Maturity Date" under "Additional Terms of
Amount at maturity and pay the Contingent Absolute Return. However, if the Final Level is less
the Securities."
than the Downside Threshold, MSFL will pay significantly less than the full Principal Amount, if
anything, resulting in a loss of principal that is proportionate to the negative Underlying
Return. The Contingent Absolute Return and any contingent repayment of principal apply only if
you hold the Securities to maturity. Any payment on the Securities, including any repayment of
principal, is subject to our creditworthiness.
T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E T ERM S OF T H E SECU RI T I ES M AY N OT OBLI GAT E U S T O REPAY T H E
FU LL PRI N CI PAL AM OU N T OF T H E SECU RI T I ES. T H E SECU RI T I ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E U N DERLY I N G, WH I CH CAN RESU LT I N A LOSS
OF A SI GN I FI CAN T PORT I ON OR ALL OF Y OU R I N V EST M EN T AT M AT U RI T Y . T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G OU R
DEBT OBLI GAT I ON S. Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S
I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES. T H E SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``K EY RI SK S'' BEGI N N I N G ON PAGE 5 OF T H I S PRI CI N G SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R
PU RCH ASE OF T H E SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET
V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES.
Se c urit y Offe ring
We are offering Trigger Absolute Return Step Securities linked to the EURO STOXX 50® Index. The Securities are not subject to a predetermined maximum gain and, accordingly, any return at maturity will
be determined by the performance of the Underlying. The Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below.
U nde rlying
I nit ia l Le ve l
St e p Re t urn
St e p Ba rrie r
Dow nside T hre shold
CU SI P
I SI N
3,289.32, which is 100% 2,302.52, which is approximately 70%
EURO STOXX 50® Index
3,289.32
52.40%
61768X143
US61768X1431
of the Initial Level
of the Initial Level
Se e "Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he Se c urit ie s" on pa ge 2 . T he Se c urit ie s w ill ha ve t he t e rm s se t fort h in t he a c c om pa nying prospe c t us,
prospe c t us supple m e nt a nd inde x supple m e nt a nd t his pric ing supple m e nt .
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or passed upon the adequacy or accuracy of this pricing supplement or the
accompanying prospectus supplement, index supplement and prospectus. Any representation to the contrary is a criminal offense. 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.
Estimated value on the Trade Date
$9.428 per Security. See "Additional Information about Morgan Stanley, MSFL and the Securities" on page 2.

Pric e t o Public
U nde rw rit ing Disc ount (1)
Proc e e ds t o U s(2)
Per Security
$10.00
$0.35
$9.65
Total
$4,394,000
$153,790
$4,240,210
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $0.35 for each Security it sells. For more information, please see
"Supplemental Plan of Distribution; Conflicts of Interest" on page 23 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 22.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate and a wholly owned subsidiary or Morgan Stanley. See "Supplemental Plan of Distribution; Conflicts of Interest" on page 23 of this
pricing supplement.
Morgan Stanley
UBS Financial Services Inc.


Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he Se c urit ie s
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a prospectus supplement and an index supplement) with the SEC for the offering to which this
communication relates. In connection with your investment, you should read the prospectus in that registration statement, the prospectus supplement, the index supplement and any other documents relating
to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents for free by visiting
EDGAR on the SEC website at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in this offering will arrange to send you the prospectus, the prospectus
supplement and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov as follows:

Prospectus supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011241/dp82788_424b2-seriesa.htm

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Index supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011283/dp82797_424b2-indexsupp.htm

Prospectus dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011237/dp82798_424b2-base.htm

References to "MSFL" refer to only MSFL, references to "Morgan Stanley" refer to only Morgan Stanley and references to "we," "our" and "us" refer to MSFL and Morgan Stanley collectively. In this document,
the "Securities" refers to the Trigger Absolute Return Step Securities that are offered hereby. Also, references to the accompanying "prospectus," "prospectus supplement" and "index supplement" mean the
prospectus filed by MSFL and Morgan Stanley dated November 16, 2017, the prospectus supplement filed by MSFL and Morgan Stanley dated November 16, 2017 and the index supplement filed by MSFL
and Morgan Stanley dated November 16, 2017, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus. We have not
authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this
pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is accurate as of any date other than the date on the front of this document.

The Issue Price of each Security is $10. 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 Trade Date is less than $10. We estimate that the value of each Security on the Trade Date is $9.428.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a performance-based component linked to the Underlying. The estimated value of
the Securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the Underlying, instruments based on the Underlying, 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 Step Return, the Step Barrier and the Downside Threshold, 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 Trade 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, may vary from, and be lower than, the
estimated value on the Trade 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 Settlement 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, 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. currently intends, 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.

2

I nve st or Suit a bilit y
T he Se c urit ie s m a y be suit a ble for you if:
T he Se c urit ie s m a y not be suit a ble for you if:
¨
You fully understand the risks inherent in an investment in the Securities, including the risk of
¨
You do not fully understand the risks inherent in an investment in the Securities, including the
loss of your entire initial investment.
risk of loss of your entire initial investment.
¨
You can tolerate a loss of all or a substantial portion of your Principal Amount and are willing
¨
You cannot tolerate a loss of all or a substantial portion of your Principal Amount, and you are
to make an investment that may have the same downside market risk as the Underlying.
not willing to make an investment that may have the same downside market risk as the
Underlying.
¨
You are willing to hold the Securities to maturity, as set forth on the cover of this pricing
supplement, and accept that there may be little or no secondary market for the Securities.
¨
You require an investment designed to provide a full return of principal at maturity.
¨
You understand and accept the risks associated with the Underlying.
¨
You are unable or unwilling to hold the Securities to maturity, as set forth on the cover of this
pricing supplement, or you seek an investment for which there will be an active secondary
¨
You believe the Underlying will appreciate over the term of the Securities and you are willing
market.
to invest in the Securities based on the Step Return of 52.40%.
¨
You do not understand and accept the risks associated with the Underlying.
¨
You understand and accept that your potential positive return from the Contingent Absolute
Return feature is limited by the Downside Threshold.
¨
You believe that the level of the Underlying will decline during the term of the Securities and is
likely to close below the Downside Threshold on the Final Valuation Date.
¨
You can tolerate fluctuations of the price of the Securities prior to maturity that may be similar
to or exceed the downside fluctuations in the level of the Underlying.
¨
You are unwilling to invest in the Securities based on the Step Return of 52.40%.
¨
You do not seek current income from your investment and are willing to forgo dividends paid
¨
You do not understand and accept that your potential positive return from the Contingent
on the stocks included in the Underlying.
Absolute Return feature is limited by the Downside Threshold.
¨
You are willing to assume our credit risk, and understand that if we default on our obligations
¨
You prefer the lower risk, and therefore accept the potentially lower returns, of conventional
you may not receive any amounts due to you including any repayment of principal.
debt securities with comparable maturities issued by us or another issuer with a similar credit
rating.
¨
You seek current income from your investment or prefer to receive the dividends paid on the
stocks included in the Underlying.
¨
You are not willing or are unable to assume the credit risk associated with us, for any payment
on the Securities, including any repayment of principal.

T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s a re a suit a ble inve st m e nt for you w ill de pe nd on your individua l
c irc um st a nc e s, a nd you should re a c h a n inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve c a re fully c onside re d t he
suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r c irc um st a nc e s. Y ou should a lso re vie w "K e y Risk s" on pa ge 5 of t his pric ing supple m e nt a nd "Risk
Fa c t ors" be ginning on pa ge 7 of t he a c c om pa nying prospe c t us for risk s re la t e d t o a n inve st m e nt in t he Se c urit ie s. For a ddit iona l inform a t ion a bout t he U nde rlying, se e
t he inform a t ion se t fort h unde r "T he EU RO ST OX X 5 0 ® I nde x " on pa ge 1 6 .
3

Fina l T e rm s

I nve st m e nt T im e line



Issuer
Morgan Stanley Finance LLC

I N V EST I N G I N T H E SEC
U RI The
T I E Closing
S I N V Level
OLV E of
S the
SI G Underlying
N I FI CAN T (Initial
RI S Level)
K S. Y is
OU M AY LOSE Y OU R EN T I RE PRI N CI PAL AM OU N T . AN Y PAY M EN T ON T H E SECU RI T I ES I S SU BJ ECT
Guarantor
Morgan Stanley
T O OU R T
r
C a
R d
Ee
D D
I Ta t
We
ORT H I N observed,
ESS. I F the
W Downside
E WERE Threshold
T O DEFA is
U determined
LT ON OU R PAY M EN T OBLI GAT I ON S, Y OU M AY N OT RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER T H E
Issue Price (per Security)
$10.00 per Security
SECU RI T I ES AN D Y OU COU and
LD the
LO Step
SE Y Return
OU R E is
N set.
T I RE I N V EST M EN T .
Principal Amount
$10.00 per Security
4

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Term
Approximately 5 years

Underlying
K e y Risk s
EURO STOXX 50® Index
An
Downside Threshold
2,302.52, which is approximately 70% of the Initial Level.
The Final Level and Underlying Return are
Payment at Maturity (per Security)
I f t he Fina l Le ve l is gre a t e r t ha n or e qua l t o t he St e p Ba rrie r ,
determined on the Final Valuation Date.
MSFL will pay you an amount calculated as follows:




I f t he Fina l Le ve l is gre a t e r t ha n or e qua l
$10 + [$10 × (the greater of (i) the Step Return and (ii) the Underlying
t o t he St e p Ba rrie r , MSFL will pay you a cash
Return)]
payment per Security equal to:


I f t he Fina l Le ve l is le ss t ha n t he St e p Ba rrie r a nd t he Fina l
$10 + [$10 × (the greater of (i) the Step Return and
Le ve l is gre a t e r t ha n or e qua l t o t he Dow nside T hre shold, MSFL
(ii) the Underlying Return)]
will pay you a cash payment of:


I f t he Fina l Le ve l is le ss t ha n t he St e p
$10 + ($10 x Contingent Absolute Return)
Ba rrie r a nd gre a t e r t ha n or e qua l t o t he

Dow nside T hre shold on t he Fina l V a lua t ion
I f t he Fina l Le ve l is le ss t ha n t he Dow nside T hre shold, MSFL will
M a t urit y Da t e
Da t e , MSFL will pay you a cash payment per
pay you an amount calculated as follows:
Security equal to:


$10 + ($10 × Underlying Return)
$10 + (10 x Contingent Absolute Return)


I n t his c a se , t he Cont inge nt Absolut e Re t urn w ill not a pply, a nd
I f t he Fina l Le ve l is le ss t ha n t he
you w ill lose a signific a nt port ion or a ll of your Princ ipa l Am ount
Dow nside T hre shold on t he Fina l V a lua t ion
in a n a m ount proport iona t e t o t he ne ga t ive U nde rlying Re t urn.
Da t e , MSFL will pay you a cash payment at
Underlying Return
Final Level ­ Initial Level
maturity equal to:

Initial Level

$10 + ($10 × Underlying Return)
Step Return
52.40%

U nde r t he se c irc um st a nc e s, t he
Contingent Absolute Return
The absolute value of the Underlying Return. For example, if the Underlying
Cont inge nt Absolut e Re t urn w ill not a pply,
Return is -5.00%, the Contingent Absolute Return will be 5.00%.

a nd you w ill lose a signific a nt port ion, a nd
Initial Level
3,289.32, which is the Closing Level of the Underlying on the Trade Date.
c ould lose a ll, of your Princ ipa l Am ount .
Final Level
The Closing Level of the Underlying on the Final Valuation Date.
investment in the Securities involves significant risks. Some of the risks that apply to
the Securities are summarized here, but we urge you to also read the "Risk Factors"
Step Barrier
3,289.32, which is 100% of the Initial Level
section of the accompanying prospectus. You should also consult your investment,
Trade Date
February 26, 2019
legal, tax, accounting and other advisers in connection with your investment in the
Securities.
Settlement Date
February 28, 2019

Final Valuation Date
February 26, 2024*
¨
T he Se c urit ie s do not gua ra nt e e a ny re t urn of princ ipa l ­ The terms of the Securities differ from those of ordinary debt securities in that MSFL is not necessarily obligated to repay any of the
Principal Amount at maturity. If the Final Level is less than the Downside Threshold (which is 70% of the Initial Level), the Contingent Absolute Return will not apply, you will be exposed to the full
Maturity Date
February 29, 2024*
negative Underlying Return and the payout owed at maturity by MSFL will be an amount in cash that is at least 30% less than the $10 Principal Amount of each Security, resulting in a loss
CUSIP / ISIN
61768X143 / US61768X1431
proportionate to the decrease in the value of the Underlying from the Initial Level to the Final Level. There is no minimum payment at maturity on the Securities, and, accordingly, you could lose all of
your Principal Amount in the Securities
Calculation Agent
Morgan Stanley & Co. LLC

* Subject to postponement in the event of a Market Disruption Event or for non-Index Business Days. See
¨
Y ou m a y inc ur a loss on your inve st m e nt if you se ll your Se c urit ie s prior t o m a t urit y ­ The Downside Threshold is observed on the Final Valuation Date, the Contingent Absolute
"Postponement of Final Valuation Date and Maturity Date" under "Additional Terms of the Securities."
Return and any contingent repayment of principal apply only at maturity. If you are able to sell your Securities in the secondary market prior to maturity, you may have to sell them at a loss relative to
your initial investment even if the Closing Level of the Underlying is above the Downside Threshold at that time.

¨
T he St e p Re t urn a pplie s only if you hold t he Se c urit ie s t o m a t urit y ­ You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the
secondary market, the price you receive will likely not reflect the full economic value of the Step Return or the Securities themselves, and the return you realize may be less than the Underlying's return
even if such return is positive. You can receive the full benefit of the Step Return from MSFL only if you hold your Securities to maturity.

¨
T he pot e nt ia l for a posit ive re t urn if t he U nde rlying de pre c ia t e s is lim it e d ­ Any positive return on the Securities if the Underlying depreciates will be limited by the Downside Threshold,
because the Contingent Absolute Return feature will apply only if the Final Level is greater than or equal to the Downside Threshold. If the Final Level is less than the Downside Threshold, you will not
receive a Contingent Absolute Return and will instead lose a substantial portion or all of your investment

¨
T he Se c urit ie s a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings or our c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue
of t he Se c urit ie s ­ You are dependent on our ability to pay all amounts due on the Securities at maturity, if any, and therefore you are subject to our credit risk. If we default on our obligations
under the Securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the Securities prior to maturity will be affected by changes in
the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in our credit spreads charged by the market for taking our credit risk is likely to adversely
affect the market value of the Securities.

¨
As a fina nc e subsidia ry, M SFL ha s no inde pe nde nt ope ra t ions a nd w ill ha ve no inde pe nde nt a sse t s ­ As a finance subsidiary, MSFL has no independent operations beyond the
issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy,
resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with
all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities
issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

¨
T he Se c urit ie s do not pa y int e re st ­ MSFL will not pay any interest with respect to the Securities over the term of the Securities.

¨
T he m a rk e t pric e of t he Se c urit ie s m a y be influe nc e d by m a ny unpre dic t a ble fa c t ors ­ 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 (if at all), including:

o
the value of the Underlying at any time,

o
the volatility (frequency and magnitude of changes in value) of the Underlying,

o
dividend rates on the securities included in the Underlying,

o
interest and yield rates in the market,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlying or stock markets generally and which may affect the Final Level,

o
the time remaining until the Securities mature, and

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

5

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Some or all of these factors will influence the terms of the Securities at the time of issuance and the price that you will receive if you are able to sell your Securities prior to maturity, as the Securities are
comprised of both a debt component and a performance-based component linked to the Underlying, and these are the types of factors that also generally affect the values of debt securities and
derivatives linked to the Underlying. 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 sell your Securities at a substantial discount from the principal amount of $10 per Security if the value of the Underlying at the time of sale is at, below or moderately above its Initial
Level, and especially if it is near or below the Downside Threshold, or if market interest rates rise. You cannot predict the future performance of the Underlying based on its historical performance.

The probability that the Final Level w ill be less than the Dow nside Threshold w ill depend on the volatility of the Underlying ­ "Volatility" refers to the frequency and magnitude
of changes in the level of the Underlying. Higher expected volatility with respect to the Underlying as of the Trade Date generally indicates a greater chance as of that date that the Final Level will be
less than the Downside Threshold, which would result in a loss of a significant portion or all of your investment at maturity. However, the Underlying's volatility can change significantly over the term of
the Securities. The level of the Underlying could fall sharply, resulting in a significant loss of principal. You should be willing to accept the downside market risk of the Underlying and the potential loss
of a significant portion or all of your investment at maturity.

¨
T he a m ount pa ya ble on t he Se c urit ie s is not link e d t o t he le ve l of t he U nde rlying a t a ny t im e ot he r t ha n t he Fina l V a lua t ion Da t e ­ The Final Level will be based on the
Closing Level of the Underlying on the Final Valuation Date, subject to postponement for non-Index Business Days and certain Market Disruption Events. Even if the level of the Underlying appreciates
prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may be significantly less than it would have been had the Payment at Maturity been linked to the
level of the Underlying prior to such drop. Although the actual level of the Underlying on the stated Maturity Date or at other times during the term of the Securities may be higher than the Final Level,
the Payment at Maturity will be based solely on the Closing Level of the Underlying on the Final Valuation Date as compared to the Initial Level.

¨
T he Se c urit ie s a re link e d t o t he EU RO ST OX X 5 0 ® I nde x a nd a re subje c t t o risk s a ssoc ia t e d w it h inve st m e nt s in se c urit ie s link e d t o t he va lue of fore ign e quit y
se c urit ie s ­ The Securities 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. Although the equity
securities included in the EURO STOXX 50® Index are traded in foreign currencies, the value of your Securities (as measured in U.S. dollars) will not be adjusted for any exchange rate
fluctuations. Also, there is generally 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.

¨
I nve st ing in t he Se c urit ie s is not e quiva le nt t o inve st ing in t he U nde rlying or t he st oc k s c om posing t he U nde rlying ­ Investing in the Securities is not equivalent to investing in
the Underlying or the stocks that constitute the Underlying. Investors in the Securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the
stocks that constitute the Underlying. Additionally, the Underlying is not a "total return" Underlying, which, in addition to reflecting the market prices of the stocks that constitute the Underlying, would also
reflect dividends paid on such stocks. The return on the Securities will not include such a total return feature.

¨
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds
a nd a dva nt a ge ous t o us. Bot h t he low e r ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he Se c urit ie s in t he I ssue Pric e
re duc e t he e c onom ic t e rm s of t he Se c urit ie s, c a use t he e st im a t e d va lue of t he Se c urit ie s t o be le ss t ha n t he I ssue Pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t
pric e s ­ 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 will likely be significantly lower than the Issue Price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the 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 well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the Securities in the Issue Price and the lower rate we are willing to pay as issuer make the economic terms of the Securities less
favorable to you than they otherwise would be.

6

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 Settlement 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, 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.

¨
T he e st im a t e d va lue of t he Se c urit ie s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a
m a x im um or m inim um se c onda ry m a rk e t pric e ­ 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 Trade Date does not represent a minimum or
maximum price at which dealers, including MS & Co., would be willing 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.

¨
Adjust m e nt s t o t he U nde rlying c ould a dve rse ly a ffe c t t he va lue of t he Se c urit ie s ­ The Underlying Publisher of the Underlying is responsible for calculating and maintaining the
Underlying. The Underlying Publisher may add, delete or substitute the stocks constituting the Underlying or make other methodological changes required by certain corporate events relating to the
stocks constituting the Underlying, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of the Underlying. The Underlying Publisher
may discontinue or suspend calculation or publication of the Underlying at any time. In these circumstances, the Calculation Agent will have the sole discretion to substitute a Successor Underlying that
is comparable to the discontinued Underlying, and is permitted to consider indices that are calculated and published by the Calculation Agent or any of its affiliates. Any of these actions could adversely
affect the value of the Underlying and, consequently, the value of the Securities.

¨
T he Se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d ­ The Securities will not be listed on any securities exchange. Therefore, there
may be little or no secondary market for the Securities. MS & Co. currently intends, 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 will generally 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 will be able to resell the Securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell 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 secondary market for the Securities. Accordingly, you should be willing to hold
your Securities to maturity.

¨
H e dging a nd t ra ding a c t ivit y by our a ffilia t e s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he Se c urit ie s ­ One or more of our affiliates and/or third-party dealers have carried
out, and will continue to carry out, hedging activities related to the Securities, including trading in the constituent stocks of the Underlying, in futures or options contracts on the Index or the constituent
stocks of the Underlying, as well as in other instruments related to the Underlying. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Securities, and the
hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the Final Valuation Date approaches. MS & Co. and some of our other affiliates also trade the constituent
stocks of the Underlying, in futures or options contracts on the constituent stocks of the Underlying, as well as in other instruments related to the Underlying, on a regular basis as part of their general
broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the Trade Date could have increased the Initial Level of the Underlying, and, therefore, could have increased
the Downside Threshold, which is the level at or above which the Underlying must close on the Final Valuation Date so that investors do not suffer a significant loss on their initial investment in the
Securities. Additionally, such hedging or trading activities during the term of the Securities, including on the Final Valuation Date, could adversely affect the Closing Level of the Underlying on the Final
Valuation Date and, accordingly, the amount of cash payable at maturity, if any.

¨
Pot e nt ia l c onflic t of int e re st ­ As Calculation Agent, MS & Co. has determined the Initial Level, the Downside Threshold and the Step Return, will determine the Final Level and whether any
Market Disruption Event has occurred and will calculate the amount payable at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as Calculation Agent, may require it
to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of Market Disruption Events and the selection of a Successor Underlying or calculation of
the Final Level in the event of a discontinuance of the Underlying or a Market Disruption Event. These potentially subjective determinations may adversely affect the payout to you at maturity, if
any. For further information regarding these types of determinations, see "Additional Terms of the Securities--Postponement of Final Valuation Date and Maturity Date," "--Discontinuance of the

7
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Underlying; Alteration of Method of Calculation" and "--Calculation Agent and Calculations" below. In addition, MS & Co. has determined the estimated value of the Securities on the Trade Date.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by M orga n St a nle y, U BS or our or t he ir re spe c t ive a ffilia t e s ­ Morgan Stanley, UBS and our or their respective
affiliates may publish research from time to time on financial markets and other matters that may influence the value of the Securities, or express opinions or provide recommendations that are
inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations expressed by Morgan Stanley, UBS or our or their respective affiliates may not be consistent with
each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the Securities and the Underlying to which the
Securities are linked.

¨
U nc e rt a in T a x T re a t m e nt ­ Please note that the discussions in this pricing supplement concerning the U.S. federal income tax consequences of an investment in the Securities supersede the
discussions contained in the accompanying prospectus supplement.

Subject to the discussion under "What Are the Tax Consequences of the Securities" in this pricing supplement, although there is uncertainty regarding the U.S. federal income tax consequences of an
investment in the Securities due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP ("our counsel"), under current law, and based on current market conditions,
each Security should be treated as a single financial contract that is an "open transaction" for U.S. federal income tax purposes.

If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the Securities, the timing and character of income on the Securities might differ significantly from the
tax treatment described herein. For example, under one possible treatment, the IRS could seek to recharacterize the Securities as debt instruments. In that event, U.S. Holders (as defined below) would
be required to accrue into income original issue discount on the Securities every year at a "comparable yield" determined at the time of issuance and recognize all income and gain in respect of the
Securities as ordinary income. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the Securities, would be recharacterized as debt is greater
than the risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the Securities, and
the IRS or a court may not agree with the tax treatment described in this pricing supplement.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice
focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the
character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status
of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by Non-U.S. Holders (as
defined below) should be subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or
other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect.

Bot h U .S. a nd N on -U .S. H olde rs should re a d c a re fully t he disc ussion unde r "Wha t Are t he T a x Conse que nc e s of t he Se c urit ie s" in t his pric ing supple m e nt a nd c onsult
t he ir t a x a dvise rs re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he Se c urit ie s a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he
la w s of a ny st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.

8

Sc e na rio Ana lysis a nd Ex a m ple s a t M a t urit y

T he se e x a m ple s a re ba se d on hypot he t ic a l t e rm s. T he a c t ua l t e rm s a re se t fort h on t he c ove r of t his pric ing supple m e nt .

The below scenario analysis and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or
decreases in the level of the Underlying relative to the Initial Level. We cannot predict the Final Level on the Final Valuation Date. You should not take the scenario analysis and these examples as an
indication or assurance of the expected performance of the Underlying. The numbers appearing in the examples below have been rounded for ease of analysis. The following scenario analysis and examples
illustrate the payment at maturity for a $10.00 security on a hypothetical offering of the Securities, with the following assumptions*:

Investment term:
Approximately 5 years
Hypothetical Initial Level:
3,500
Hypothetical Downside Threshold:
2,450 (70% of the hypothetical Initial Level)
Step Return:
52.40%
Hypothetical Step Barrier:
3,500, which is 100% of the hypothetical Initial Level
* The actual Initial Level, Downside Threshold and Step Barrier are specified on the cover of this pricing supplement.

Ex a m ple 1 -- T he le ve l of t he U nde rlying increases from a n I nit ia l Le ve l of 3 ,5 0 0 t o a Fina l Le ve l of 4 ,0 2 5 . The Final Level is greater than or equal to the Step Barrier but the Underlying
Return is less than the Step Return of 52.40%:

Underlying Return = (4,025 ­ 3,500) / 3,500 = 15.00%

Payment at Maturity = $10 + [$10 x the greater of (i) 52.40% and (ii) 15.00%] = $15.24

Because the Final Level is greater than or equal to the Step Barrier but the Underlying Return is less than the Step Return of 52.40%, the Payment at Maturity is equal to $15.24 per $10.00 Principal
Amount of Securities, resulting in a total return on the Securities of 52.40%.

Ex a m ple 2 -- T he le ve l of t he U nde rlying increases from a n I nit ia l Le ve l of 3 ,5 0 0 t o a Fina l Le ve l of 6 ,1 2 5 . The Final Level is greater than or equal to the Step Barrier and the Underlying
Return is greater than the Step Return of 52.40%:

Underlying Return = (6,125 ­ 3,500) / 3,500 = 75.00%

Payment at Maturity = $10 + [$10 x the greater of (i) 52.40% and (ii) 75.00%] = $17.50

Because the Final Level is greater than or equal to the Step Barrier and the Underlying Return is greater than the Step Return of 52.40%, the Payment at Maturity is equal to $17.50 per $10.00 Principal
Amount of Securities, resulting in a total return on the Securities of 75.00%.

Ex a m ple 3 -- T he le ve l of t he U nde rlying decreases from a n I nit ia l Le ve l of 3 ,5 0 0 t o a Fina l Le ve l of 2 ,9 7 5 . The Final Level is less than the Step Barrier but greater than or equal to the
Downside Threshold:

Underlying Return = (2,975 ­ 3,500) / 3,500 = -15.00%

Payment at Maturity = $10 + ($10 x Contingent Absolute Return)

Payment at Maturity = ($10 + ($10 x 15.00%)

= $11.50

Because the Final Level is less than the Step Barrier but greater than or equal to the Downside Threshold on the Final Valuation Date, the Contingent Absolute Return will apply and MSFL will pay you a
Payment at Maturity equal to $11.50 per $10.00 Principal Amount of Securities, resulting in a 15.00% percent return on the Securities.

Ex a m ple 4 -- T he le ve l of t he U nde rlying decreases from a n I nit ia l Le ve l of 3 ,5 0 0 t o a Fina l Le ve l of 2 ,1 0 0 . The Underlying Return is less than the Downside Threshold and expressed as
a formula:

Underlying Return = (2,100 ­ 3,500) / 3,500 = -40.00%

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Payment at Maturity = $10 + ($10 × -40.00%) = $6.00

Because the Final Level is less than the Downside Threshold on the Final Valuation Date, the Contingent Absolute Return will not apply and the Securities will be fully exposed to any decline in the level of
the Underlying as of the Final Valuation Date. Therefore, the Payment at Maturity is equal to $6.00 per $10.00 Principal Amount of Securities, resulting in a total loss on the Securities of 40.00%.

9

If the Final Level is below the Downside Threshold on the Final Valuation Date, the Contingent Absolute Return will not apply, the Securities will be fully exposed to any decline in the
Underlying, and you will lose more than 30%, and possibly all, of your Principal Amount at maturity.

10

Scenario Analysis ­ Hypothetical Payment at Maturity for each $10.00 Principal Amount of Securities.

Performance of the Underlying*
Performance of the Securities
Final Level
Underlying Return
Payment at Maturity
Return on Securities Purchased at $10.00 (1)
7,000
100.00%
$20.00
100.00%
6,650
90.00%
$19.00
90.00%
6,300
80.00%
$18.00
80.00%
5,950
70.00%
$17.00
70.00%
5,600
60.00%
$16.00
60.00%
5 ,3 3 4
5 2 .4 0 %
$ 1 5 .2 4
5 2 .4 0 %
5,250
50.00%
$15.24
52.40%
4,900
40.00%
$15.24
52.40%
4,550
30.00%
$15.24
52.40%
4,200
20.00%
$15.24
52.40%
3,850
10.00%
$15.24
52.40%
3 ,5 0 0
0 .0 0 %
$ 1 5 .2 4
5 2 .4 0 %
3,150
-10.00%
$11.00
10.00%
2,800
-20.00%
$12.00
20.00%
2 ,4 5 0
-3 0 .0 0 %
$ 1 3 .0 0
3 0 .0 0 %
2,415
-31.00%
$6.90
-31.00%
2,100
-40.00%
$6.00
-40.00%
1,750
-50.00%
$5.00
-50.00%
1,400
-60.00%
$4.00
-60.00%
1,050
-70.00%
$3.00
-70.00%
700
-80.00%
$2.00
-80.00%
350
-90.00%
$1.00
-90.00%
0
-100.00%
$0.00
-100.00%
*. The Underlying excludes cash dividend payments on stocks included in the Underlying.
(1) The "Return on Securities" is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $10 Principal Amount Security to the purchase price of $10 per
Security.

11

Wha t a re t he t a x c onse que nc e s of t he Se c urit ie s ?
Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r t he se c t ion c a lle d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he a c c om pa nying prospe c t us supple m e nt doe s not
a pply t o t he Se c urit ie s issue d unde r t his pric ing supple m e nt a nd is supe rse de d by t he follow ing disc ussion.

The following summary is a general discussion of the principal U.S. federal income tax consequences and certain estate tax consequences of the ownership and disposition of the Securities. This discussion
applies only to investors in the Securities who:

purchase the Securities in the original offering; and

hold the Securities as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder's particular circumstances or to holders subject to special rules, such as:

certain financial institutions;
insurance companies;
certain dealers and traders in securities or commodities;
investors holding the Securities as part of a "straddle," wash sale, conversion transaction, integrated transaction or constructive sale transaction;
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
regulated investment companies;
real estate investment trusts; or
tax-exempt entities, including "individual retirement accounts" or "Roth IRAs" as defined in Section 408 or 408A of the Code, respectively.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds the Securities, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner
and the activities of the partnership. If you are a partnership holding the Securities or a partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences
of holding and disposing of the Securities to you.

In addition, we will not attempt to ascertain whether any issuer of any shares to which a Security relates (such shares hereafter referred to as "Underlying Shares") is treated as a "passive foreign investment
company" ("PFIC") within the meaning of Section 1297 of the Code. If any issuer of Underlying Shares were so treated, certain adverse U.S. federal income tax consequences might apply to a U.S. Holder
upon the sale, exchange or settlement of the Securities. You should refer to information filed with the Securities and Exchange Commission or other governmental authorities by the issuers of the Underlying
Shares and consult your tax adviser regarding the possible consequences to you if any issuer is or becomes a PFIC.

As the law applicable to the U.S. federal income taxation of instruments such as the Securities is technical and complex, the discussion below necessarily represents only a general summary. Moreover, the
effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are any alternative minimum tax consequences or consequences resulting from the Medicare tax on investment income.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date of this pricing supplement, changes to any
of which subsequent to the date hereof may affect the tax consequences described herein. Persons considering the purchase of the Securities should consult their tax advisers with regard to the application
of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Ge ne ra l

Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the Securities due to the lack of governing authority, in the opinion of our counsel, under current law,
and based on current market conditions, each Security should be treated as a single financial contract that is an "open transaction" for U.S. federal income tax purposes.
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Due t o t he a bse nc e of st a t ut ory, judic ia l or a dm inist ra t ive a ut horit ie s t ha t dire c t ly a ddre ss t he t re a t m e nt of t he Se c urit ie s or inst rum e nt s t ha t a re sim ila r t o t he
Se c urit ie s for U .S. fe de ra l inc om e t a x purpose s, no a ssura nc e c a n be give n t ha t t he I nt e rna l Re ve nue Se rvic e (t he "I RS") or a c ourt w ill a gre e w it h t he t a x t re a t m e nt
de sc ribe d he re in. Ac c ordingly, you should c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n

12

inve st m e nt in t he Se c urit ie s (inc luding possible a lt e rna t ive t re a t m e nt s of t he Se c urit ie s). U nle ss ot he rw ise st a t e d, t he follow ing disc ussion is ba se d on t he t re a t m e nt of
t he Se c urit ie s a s de sc ribe d in t he pre vious pa ra gra ph.

T a x Conse que nc e s t o U .S. H olde rs

This section applies to you only if you are a U.S. Holder. As used herein, the term "U.S. Holder" means a beneficial owner of a Security that is, for U.S. federal income tax purposes:

a citizen or individual resident of the United States;

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Tax Treatment of the Securities

Assuming the treatment of the Securities as set forth above is respected, the following U.S. federal income tax consequences should result.

Tax Treatment Prior to Settlement. A U.S. Holder should not be required to recognize taxable income over the term of the Securities prior to settlement, other than pursuant to a sale or exchange as
described below.

Tax Basis. A U.S. Holder's tax basis in the Securities should equal the amount paid by the U.S. Holder to acquire the Securities.

Sale, Exchange or Settlement of the Securities. Upon a sale, exchange or settlement of the Securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized
on the sale, exchange or settlement and the U.S. Holder's tax basis in the Securities sold, exchanged or settled. Subject to the discussion above regarding the possible application of Section 1297 of the
Code, any gain or loss recognized upon the sale, exchange or settlement of the Securities should be long-term capital gain or loss if the U.S. Holder has held the Securities for more than one year at such
time, and short-term capital gain or loss otherwise.

Possible Alternative Tax Treatments of an Investment in the Securities

Due to the absence of authorities that directly address the proper tax treatment of the Securities, no assurance can be given that the IRS will accept, or that a court will uphold, the treatment described
above. In particular, the IRS could seek to analyze the U.S. federal income tax consequences of owning the Securities under Treasury regulations governing contingent payment debt instruments (the
"Contingent Debt Regulations"). If the IRS were successful in asserting that the Contingent Debt Regulations applied to the Securities, the timing and character of income thereon would be significantly
affected. Among other things, a U.S. Holder would be required to accrue into income original issue discount on the Securities every year at a "comparable yield" determined at the time of their issuance,
adjusted upward or downward to reflect the difference, if any, between the actual and the projected amount of the contingent payment on the Securities. Furthermore, any gain realized by a U.S. Holder at
maturity or upon a sale, exchange or other disposition of the Securities would generally be treated as ordinary income, and any loss realized would be treated as ordinary loss to the extent of the U.S.
Holder's prior accruals of original issue discount and as capital loss thereafter. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the Securities,
would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features.

Other alternative federal income tax treatments of the Securities are also possible, which, if applied, could significantly affect the timing and character of the income or loss with respect to the Securities. In
2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses
in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income
or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and
the nature of the underlying property to which the instruments are linked; and whether these instruments are or should be subject to the "constructive ownership" rule, which very generally can operate to
recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive
effect. U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the Securities, including possible alternative treatments and the issues
presented by this notice.

Backup Withholding and Information Reporting

13

Backup withholding may apply in respect of the payment on the Securities at maturity and the payment of proceeds from a sale, exchange or other disposition of the Securities, unless a U.S. Holder
provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules. The amounts withheld under the
backup withholding rules are not an additional tax and may be refunded, or credited against the U.S. Holder's U.S. federal income tax liability, provided that the required information is timely furnished to the
IRS. In addition, information returns may be filed with the IRS in connection with the payment on the Securities and the payment of proceeds from a sale, exchange or other disposition of the Securities,
unless the U.S. Holder provides proof of an applicable exemption from the information reporting rules.

T a x Conse que nc e s t o N on -U .S. H olde rs

This section applies to you only if you are a Non-U.S. Holder. As used herein, the term "Non-U.S. Holder" means a beneficial owner of a Security that is, for U.S. federal income tax purposes:

an individual who is classified as a nonresident alien;
a foreign corporation; or
a foreign estate or trust.

The term "Non-U.S. Holder" does not include any of the following holders:

a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income
tax purposes;

certain former citizens or residents of the United States; or

a holder for whom income or gain in respect of the Securities is effectively connected with the conduct of a trade or business in the United States.

Such holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the Securities.

Tax Treatment upon Sale, Exchange or Settlement of the Securities

In general. Assuming the treatment of the Securities as set forth above is respected, and subject to the discussions below concerning backup withholding and the possible application of Section 871(m)
of the Code, a Non-U.S. Holder of the Securities generally will not be subject to U.S. federal income or withholding tax in respect of amounts paid to the Non-U.S. Holder.

Subject to the discussions regarding the possible application of Section 871(m) and FATCA, if all or any portion of a Security were recharacterized as a debt instrument, any payment made to a Non-U.S.
Holder with respect to the Securities would not be subject to U.S. federal withholding tax, provided that:
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the Non-U.S. Holder does not own, directly or by attribution, ten percent or more of the total combined voting power of all classes of Morgan Stanley stock entitled to vote;

the Non-U.S. Holder is not a controlled foreign corporation related, directly or indirectly, to Morgan Stanley through stock ownership;

the Non-U.S. Holder is not a bank receiving interest under Section 881(c)(3)(A) of the Code, and

the certification requirement described below has been fulfilled with respect to the beneficial owner.

Certification Requirement. The certification requirement referred to in the preceding paragraph will be fulfilled if the beneficial owner of a Security (or a financial institution holding a Security on behalf of
the beneficial owner) furnishes to the applicable withholding agent an IRS Form W-8BEN (or other appropriate form) on which the beneficial owner certifies under penalties of perjury that it is not a U.S.
person.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. Among the
issues addressed in the notice is the degree, if any, to which any income with respect to instruments such as the Securities should be subject to U.S. withholding tax. It is possible that any Treasury
regulations or other guidance promulgated after consideration of this issue could materially and adversely affect the withholding tax consequences of ownership and disposition of the Securities, possibly on a
retroactive basis. Non-U.S. Holders should note that we currently do not intend to withhold on any payment made with respect to the Securities to Non-U.S. Holders (subject to compliance by such holders
with the certification requirement described above and to the discussions below regarding Section 871(m) and FATCA). However, in the event of a change of law or any formal or informal guidance by the
IRS, the U.S. Treasury Department or Congress, we may decide to withhold on payments made with respect to the Securities to Non-

14

U.S. Holders, and we will not be required to pay any additional amounts with respect to amounts withheld. Accordingly, Non-U.S. Holders should consult their tax advisers regarding all aspects of the U.S.
federal income tax consequences of an investment in the Securities, including the possible implications of the notice referred to above.

Section 871(m) Withholding Tax on Dividend Equivalents

Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents paid or
deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an "Underlying Security"). Subject to certain exceptions,
Section 871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury
regulations (a "Specified Security"). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2021 that do not have a delta of one with respect to any
Underlying Security. Based on our determination that the Securities do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the Securities should not be
Specified Securities and, therefore, should not be subject to Section 871(m).

Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including
whether you enter into other transactions with respect to an Underlying Security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so
withheld. You should consult your tax adviser regarding the potential application of Section 871(m) to the Securities.

U.S. Federal Estate Tax

Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an
individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty exemption, the Securities may be treated as U.S. situs property
subject to U.S. federal estate tax. Prospective investors that are non-U.S. individuals, or are entities of the type described above, should consult their tax advisers regarding the U.S. federal estate tax
consequences of an investment in the Securities.

Backup Withholding and Information Reporting

Information returns may be filed with the IRS in connection with the payment on the Securities at maturity as well as in connection with the payment of proceeds from a sale, exchange or other disposition of
the Securities. A Non-U.S. Holder may be subject to backup withholding in respect of amounts paid to the Non-U.S. Holder, unless such Non-U.S. Holder complies with certification procedures to establish
that it is not a U.S. person for U.S. federal income tax purposes or otherwise establishes an exemption. Compliance with the certification procedures described above under "?Tax Treatment upon Sale,
Exchange or Settlement of the Securities ­ Certification Requirement" will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a
payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder's U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required
information is timely furnished to the IRS.

FAT CA

Legislation commonly referred to as "FATCA" generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial
instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity's jurisdiction
may modify these requirements. FATCA generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source "fixed or determinable annual or periodical"
income. If the Securities were recharacterized as debt instruments, FATCA would apply to any payment of amounts treated as interest and to payments of gross proceeds of the disposition (including upon
retirement) of the Securities. However, under recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply on
payments of gross proceeds. If withholding were to apply to the Securities, we would not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders
should consult their tax advisers regarding the potential application of FATCA to the Securities.

T he disc ussion in t he pre c e ding pa ra gra phs unde r "Wha t Are t he T a x Conse que nc e s of t he Se c urit ie s," insofa r a s it purport s t o de sc ribe provisions of U .S. fe de ra l inc om e
t a x la w s or le ga l c onc lusions w it h re spe c t t he re t o, c onst it ut e s t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l inc om e t a x
c onse que nc e s of a n inve st m e nt in t he Se c urit ie s.

15

T he EU RO ST OX X 5 0 ® I nde x
The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX 50® Index began on February 26, 1998, based
on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which
includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across all market sectors. For additional information about the
EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in the accompanying index supplement.

"EURO STOXX 50®" and "STOXX®" are registered trademarks of STOXX Limited. For more information, see "EURO STOXX 50® Index" in the accompanying index supplement.

H ist oric a l I nform a t ion
The following table sets forth the published high and low Closing Levels, as well as the end-of-quarter Closing Levels, of the EURO STOXX 50® Index for each quarter in the period from January 1, 2014
through February 26, 2019. The Closing Level of the EURO STOXX 50® Index on February 26, 2019 was 3,289.32. We obtained the information in the table below from Bloomberg Financial Markets,
without independent verification. The historical Closing Levels of the EURO STOXX 50® Index should not be taken as an indication of future performance, and no assurance can be given as to the Closing
Level of the EURO STOXX 50® Index on the Final Valuation Date.

Qua rt e r Be gin
Qua rt e r End
Qua rt e rly H igh
Qua rt e rly Low
Qua rt e rly Close
1/1/2014
3/31/2014
3,172.43
2,962.49
3,161.60
4/1/2014
6/30/2014
3,314.80
3,091.52
3,228.24
7/1/2014
9/30/2014
3,289.75
3,006.83
3,225.93
10/1/2014
12/31/2014
3,277.38
2,874.65
3,146.43
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1/1/2015
3/31/2015
3,731.35
3,007.91
3,697.38
4/1/2015
6/30/2015
3,828.78
3,424.30
3,424.30
7/1/2015
9/30/2015
3,686.58
3,019.34
3,100.67
10/1/2015
12/31/2015
3,506.45
3,069.05
3,267.52
1/1/2016
3/31/2016
3,178.01
2,680.35
3,004.93
4/1/2016
6/30/2016
3,151.69
2,697.44
2,864.74
7/1/2016
9/30/2016
3,091.66
2,761.37
3,002.24
10/1/2016
12/31/2016
3,290.52
2,954.53
3,290.52
1/1/2017
3/31/2017
3,500.93
3,230.68
3,500.93
4/1/2017
6/30/2017
3,658.79
3,409.78
3,441.88
7/1/2017
9/30/2017
3,594.85
3,388.22
3,594.85
10/1/2017
12/31/2017
3,697.40
3,503.96
3,503.96
1/1/2018
3/31/2018
3,672.29
3,278.72
3,361.50
4/1/2018
6/30/2018
3,592.18
3,340.35
3,395.60
7/1/2018
9/30/2018
3,527.18
3,293.36
3,399.20
10/1/2018
12/31/2018
3,414.16
2,937.36
3,001.42
1/1/2019
2/26/2019*
3,289.32
2,954.66
3,289.32
* Available information for the indicated period includes data for less than the entire calendar quarter, and, accordingly, the "Quarterly High," "Quarterly Low" and "Quarterly Close" data indicated are for this
shortened period only.

16

The graph below illustrates the performance of the EURO STOXX 50® Index from January 1, 2008 through February 26, 2019, based on information from Bloomberg. Past performance of the EURO
STOXX 50® Index is not indicative of the future performance of the EURO STOXX 50® Index.

17

Addit iona l T e rm s of t he Se c urit ie s
If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or prospectus, the terms contained in this pricing supplement will control.

Som e De finit ions

We have defined some of the terms that we use frequently in this pricing supplement below:

"Closing Level" means, on any Index Business Day for the Underlying, the closing value of the Underlying, or any Successor Underlying (as defined under "--Discontinuance of the Underlying; Alteration
of Method of Calculation" below) published at the regular weekday close of trading on that Index Business Day by the Underlying Publisher. In certain circumstances, the Closing Level will be based on
the alternate calculation of the Underlying as described under "--Discontinuance of the Underlying; Alteration of Method of Calculation."

"Underlying Publisher" means STOXX Limited or any successor thereto.

"Index Business Day" means a day, for the Underlying, as determined by the Calculation Agent, on which trading is generally conducted on each of the Relevant Exchange(s) for the Underlying, other
than a day on which trading on such exchange(s) is scheduled to close prior to the time of the posting of its regular final weekday closing price.

"Market Disruption Event" means:

(i) the occurrence or existence of any of:

(a) a suspension, absence or material limitation of trading of stocks then constituting 20 percent or more of the value of the Underlying (or the Successor Underlying (as defined below under "--
Discontinuance of the Underlying; Alteration of Method of Calculation")) on the Relevant Exchange for such securities for more than two hours of trading or during the one-half hour period preceding
the close of the principal trading session on such Relevant Exchange, or

(b) a breakdown or failure in the price and trade reporting systems of any Relevant Exchange as a result of which the reported trading prices for stocks then constituting 20 percent or more of the
value of the Underlying (or the Successor Underlying) during the last one-half hour preceding the close of the principal trading session on such Relevant Exchange are materially inaccurate, or

(c) the suspension, material limitation or absence of trading on any major U.S. securities market for trading in futures or options contracts or exchange-traded funds related to the Underlying (or the
Successor Underlying) for more than two hours of trading or during the one-half hour period preceding the close of the principal trading session on such market,

in each case as determined by the Calculation Agent in its sole discretion; and

(ii) a determination by the Calculation Agent in its sole discretion that any event described in clause (i) above materially interfered with our ability or the ability of any of our affiliates to unwind or adjust
all or a material portion of the hedge position with respect to the Securities.

For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the Underlying is materially suspended or materially limited at that time, then the
relevant percentage contribution of that security to the value of the Underlying shall be based on a comparison of (x) the portion of the value of the Underlying attributable to that security relative to (y)
the overall value of the Underlying, in each case immediately before that suspension or limitation.
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For the purpose of determining whether a Market Disruption Event has occurred: (1) a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from
an announced change in the regular business hours of the Relevant Exchange or market, (2) a decision to permanently discontinue trading in the relevant futures or options contract or exchange-traded
fund will not constitute a Market Disruption Event, (3) a suspension of trading in futures or options contracts or exchange-traded funds on the Underlying by the primary securities market trading in such
contracts or funds by reason of (a) a price change exceeding limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or funds, or (c) a disparity in bid and
ask quotes relating to such contracts or funds will constitute a suspension, absence or material limitation of trading in futures or options contracts or exchange-traded funds related to the Underlying and
(4) a "suspension, absence or material limitation of trading" on any Relevant Exchange or on the primary market on which futures or options contracts or exchange-traded funds related to the Underlying
are traded will not include any time when such securities market is itself closed for trading under ordinary circumstances.

"Relevant Exchange" means, with respect to the Underlying, the primary exchange(s) or market(s) of trading for (i) any security then included in the Underlying, or any Successor Underlying, and (ii) any
futures or options contracts related to the Underlying or to any security then included in the Underlying.

18

Post pone m e nt of Fina l V a lua t ion Da t e a nd M a t urit y Da t e

If the scheduled Final Valuation Date is not an Index Business Day or if a Market Disruption Event with respect to the Underlying occurs on such date, the Closing Level for such date will be determined on
the immediately succeeding Index Business Day on which no Market Disruption Event shall have occurred; provided that the Closing Level with respect to the Final Valuation Date will not be determined on
a date later than the fifth scheduled Index Business Day after the scheduled Final Valuation Date, and if such date is not an Index Business Day or if there is a Market Disruption Event on such date, the
Calculation Agent will determine the Closing Level of the Underlying on such date in accordance with the formula for calculating such Underlying last in effect prior to the commencement of the Market
Disruption Event (or prior to the non-Index Business Day), without rebalancing or substitution, using the closing price (or, if trading in the relevant securities has been materially suspended or materially
limited, its good faith estimate of the closing price that would have prevailed but for such suspension, limitation or non-Index Business Day) on such date of each security most recently constituting the
Underlying.

If the Final Valuation Date is postponed so that it falls less than two business days prior to the scheduled Maturity Date, the Maturity Date will be the second business day following the Final Valuation Date,
as postponed.

Alt e rna t e Ex c ha nge Ca lc ula t ion in c a se of a n Eve nt of De fa ult

If an event of default with respect to the Securities shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Securities (the "Acceleration Amount") will be
an amount, determined by the Calculation Agent in its sole discretion, that is equal to the cost of having a Qualified Financial Institution, of the kind and selected as described below, expressly assume all our
payment and other obligations with respect to the Securities as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic
value to you with respect to the Securities. That cost will equal:

o
the lowest amount that a Qualified Financial Institution would charge to effect this assumption or undertaking, plus

o
the reasonable expenses, including reasonable attorneys' fees, incurred by the holders of the Securities in preparing any documentation necessary for this assumption or undertaking.

During the Default Quotation Period for the Securities, which we describe below, the holders of the Securities and/or we may request a Qualified Financial Institution to provide a quotation of the amount it
would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will
equal the lowest--or, if there is only one, the only--quotation obtained, and as to which notice is so given, during the Default Quotation Period. With respect to any quotation, however, the party not
obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the Qualified Financial Institution providing the quotation and notify the other party in writing of
those grounds within two business days after the last day of the Default Quotation Period, in which case that quotation will be disregarded in determining the Acceleration Amount.

Notwithstanding the foregoing, if a voluntary or involuntary liquidation, bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley, then depending on
applicable bankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount.

If the maturity of the Securities is accelerated because of an event of default as described above, we shall, or shall cause the Calculation Agent to, provide written notice to the Trustee at its New York
office, on which notice the Trustee may conclusively rely, and to the Depositary of the Acceleration Amount and the aggregate cash amount due, if any, with respect to the Securities as promptly as possible
and in no event later than two business days after the date of such acceleration.

Default Quotation Period

The Default Quotation Period is the period beginning on the day the Acceleration Amount first becomes due and ending on the third business day after that day, unless:

o
no quotation of the kind referred to above is obtained, or

o
every quotation of that kind obtained is objected to within five business days after the due date as described above.

If either of these two events occurs, the Default Quotation Period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If
that quotation is objected to as described above within five business days after that first business day, however, the Default Quotation Period will continue as described in the prior sentence and this
sentence.

In any event, if the Default Quotation Period and the subsequent two business day objection period have not ended before the Final Valuation Date, then the Acceleration Amount will equal the principal
amount of the Securities.

Qualified Financial Institutions

For the purpose of determining the Acceleration Amount at any time, a Qualified Financial Institution must be a financial institution organized under the laws of any jurisdiction in the United States or Europe,
which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and rated either:

19

o
A-2 or higher by Standard & Poor's Ratings Services or any successor, or any other comparable rating then used by that rating agency, or

o
P-2 or higher by Moody's Investors Service or any successor, or any other comparable rating then used by that rating agency.

Disc ont inua nc e of t he U nde rlying; Alt e ra t ion of M e t hod of Ca lc ula t ion

If the Underlying Publisher of the Underlying discontinues publication of the Underlying and the Underlying Publisher or another entity (including MS & Co.) publishes a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Underlying (such index being referred to herein as a "Successor Underlying"), then any subsequent Closing Level of
the Underlying will be determined by reference to the published value of such Successor Underlying at the regular weekday close of trading on any Index Business Day that the Closing Level is to be
determined, and, to the extent the Closing Level of the Successor Underlying differs from the Closing Level of the Underlying at the time of such substitution, proportionate adjustments will be made by the
Calculation Agent to the Initial Level, Step Barrier and Downside Threshold.

Upon any selection by the Calculation Agent of a Successor Underlying, the Calculation Agent will cause written notice thereof to be furnished to the Trustee, to us and to the Depositary, as holder of the
Securities, within three business days of such selection. We expect that such notice will be made available to you, as a beneficial owner of such Securities, in accordance with the standard rules and
procedures of the Depositary and its direct and indirect participants.

If the Underlying Publisher discontinues publication of the Underlying prior to, and such discontinuance is continuing on, the Final Valuation Date and the Calculation Agent determines, in its sole discretion,
that no Successor Underlying is available at such time, then the Calculation Agent will determine the Closing Level of the Underlying for such date. The Closing Level of the Underlying will be computed by
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