Bond Morgan Stanley Financial 10.08% ( US61770FTR72 ) in USD

Issuer Morgan Stanley Financial
Market price 100 %  ⇌ 
Country  United States
ISIN code  US61770FTR72 ( in USD )
Interest rate 10.08% per year ( payment 2 times a year)
Maturity 22/09/2021 - Bond has expired



Prospectus brochure of the bond Morgan Stanley Finance US61770FTR72 in USD 10.08%, expired


Minimal amount 1 000 USD
Total amount 2 000 000 USD
Cusip 61770FTR7
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
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 US61770FTR72, pays a coupon of 10.08% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/09/2021







424B2 1 dp124187_424b2-ps3616.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Worst of Fixed Coupon Auto-Callable

$2,000,000

$259.60
RevConsSM due 2021

M a rc h 2 0 2 0
Pricing Supplement No. 3,616
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 17, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Worst of Fixed Coupon Auto-Callable RevConsSM due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The Worst of Fixed Coupon Auto-Callable RevConsSM due September 22, 2021 Payments on the RevCons Based on the Worst
Performing of the Common Stock of Citigroup Inc., the Common Stock of Wells Fargo & Company, the Common Stock of
JPMorgan Chase & Co. and the Common Stock of The Goldman Sachs Group, Inc., which we refer to as the securities, are
unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley.
The securities do not guarantee the repayment of any principal. Instead, the securities offer the opportunity for investors to earn a
fixed monthly coupon at an annual rate of 10.08%. In addition, if the determination closing price of e a c h of the common stock of
Citigroup Inc., the common stock of Wells Fargo & Company, the common stock of JPMorgan Chase & Co. and the common stock
of The Goldman Sachs Group, Inc. is greater than or equal to its respective redemption threshold level on any monthly
determination date (beginning after three months), the securities will be automatically redeemed for an amount per security equal to
the stated principal amount and the related monthly coupon. However, if the securities are not automatically redeemed prior to
maturity, the payment at maturity due on the securities will be, in addition to the final monthly coupon, either (i) if the final share
price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o its respective downside threshold level, the stated principal
amount, or (ii) if the final share price of a ny unde rlying st oc k is le ss t ha n its respective downside threshold level, investors
will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis and will receive a payment at maturity
that reflects the full depreciation in the price of the worst performing underlying stock and that is significantly less than the principal
amount of the securities and could be zero. As a result, investors must be willing to accept the risk of receiving a payment at
maturity that is significantly less than the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors
c ould lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. The securities are for investors who are willing to risk their
principal based on the worst performing of four underlying stocks in exchange for the opportunity to earn interest at a potentially
above-market rate. Investors will not participate in the appreciation of any of the underlying stocks. Because the payment at
maturity on the securities is based on the worst performing underlying stock, a decline beyond the respective downside threshold
level of a ny unde rlying st oc k will result in a significant loss of your investment even if one or more of the other underlying
stocks have appreciated or have not declined as much. Investors will therefore be exposed to the risks related to e a c h
unde rlying st oc k . The securities are issued as part of MSFL's Series A Global Medium-Term Notes program.
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.
FI N AL T ERM S

I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying st oc k s:
Citigroup Inc. common stock (the "C Stock"), Wells Fargo & Company common stock (the "WFC
Stock"), JPMorgan Chase & Co. common stock (the "JPM Stock") and The Goldman Sachs Group,
Inc. common stock (the "GS Stock")
Aggre ga t e princ ipa l
$2,000,000
a m ount :
St a t e d princ ipa l a m ount : $1,000 per security
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I ssue pric e :
$1,000 per security
Pric ing da t e :
March 17, 2020
Origina l issue da t e :
March 23, 2020 (4 business days after the pricing date)
M a t urit y da t e :
September 22, 2021
Ea rly re de m pt ion:
The securities are not subject to automatic early redemption until June 17, 2020. Following this initial
3-month non-call period, if, on any determination date other than the final determination date, the
determination closing price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o its
respective redemption threshold level, the securities will be automatically redeemed for an early
redemption payment on the related early redemption date; provided that if, due to a market disruption
event or otherwise, such determination date is postponed, the early redemption payment shall be
made on the third business day following such determination date as postponed. No further
payments will be made on the securities once they have been redeemed.
T he se c urit ie s w ill not be re de e m e d e a rly if t he de t e rm ina t ion c losing pric e of a ny
unde rlying st oc k is le ss t ha n t he re spe c t ive re de m pt ion t hre shold le ve l for suc h
unde rlying st oc k on t he re la t e d de t e rm ina t ion da t e .
Ea rly re de m pt ion
The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the
pa ym e nt :
monthly coupon for the related monthly interest period.
Ea rly re de m pt ion da t e s: Starting after three months, monthly, on the 22nd of each month, beginning June 22, 2020; provided
that if any such day is not a business day, the related payment will be made on the next succeeding
business day and no adjustment will be made to any payment made on that succeeding business
day.
De t e rm ina t ion c losing
With respect to each underlying stock, the closing price of such underlying stock on any
pric e :
determination date other than the final determination date times the adjustment factor for such
underlying stock on such determination date
M ont hly c oupon:
Unless the securities have been previously redeemed, a monthly coupon at an annual rate of
10.08% (corresponding to approximately $8.40 per month per security) is paid on each coupon
payment date.
Coupon pa ym e nt da t e s: Monthly, on the 22nd of each month, beginning April 22, 2020; provided that if any such day is not a
business day, that coupon payment will be made on the next succeeding business day and no
adjustment will be made to any coupon payment made on that succeeding business day.
Pa ym e nt a t m a t urit y:
· If the final share price of each
(i) the stated principal amount plus (ii) the monthly
unde rlying st oc k is gre a t e r t ha n or
coupon for the final monthly interest period
e qua l t o its respective downside threshold
level:

· If the final share price of any underlying (i) the monthly coupon for the final interest period plus
st oc k is le ss t ha n its respective
(ii) the product of (a) the stated principal amount and
downside threshold level:
(b) the share performance factor of the worst
performing underlying stock.
Under these circumstances, investors will lose a
significant portion, and may lose all, of their principal.
Sha re pe rform a nc e
With respect to each underlying stock, the final share price divided by the initial share price
fa c t or:
Adjust m e nt fa c t or:
With respect to each underlying stock, 1.0, subject to adjustment in the event of certain corporate
events affecting such underlying stock

Terms continued on the following page
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$877.60 per security. See "Investment Summary" on page 3.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
pric e :
Pe r se c urit y

$1,000
$32.50
$967.50
T ot a l

$2,000,000
$65,000
$1,935,000
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of
$32.50 for each security they sell. 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.
(2) See "Use of proceeds and hedging" on page 28.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s.
Se e "Risk Fa c t ors" be ginning on pa ge 8 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
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t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt a nd prospe c t us
is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt a nd prospe c t us, e a c h of
w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he Se c urit ie s" a nd
"Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd
M SFL c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Aut o -Ca lla ble Se c urit ie s da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r
1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s
Terms continued from previous page:
The third scheduled business day preceding each scheduled early redemption date, beginning with
De t e rm ina t ion da t e s:
the June 22, 2020 scheduled early redemption date, subject to postponement for non-trading days
and certain market disruption events.
Fina l de t e rm ina t ion
September 17, 2021, subject to postponement for non-trading days and certain market disruption
da t e :
events.
With respect to the C Stock, $40.25, which is equal to 100% of its initial share price
Re de m pt ion t hre shold
With respect to the WFC Stock, $29.63, which is equal to 100% of its initial share price
le ve l:
With respect to the JPM Stock, $93.76, which is equal to 100% of its initial share price
With respect to the GS Stock, $158.67, which is equal to 100% of its initial share price
With respect to the C Stock, $20.125, which is equal to 50% of its initial share price
Dow nside t hre shold
With respect to the WFC Stock, $14.815, which is equal to 50% of its initial share price
le ve l:
With respect to the JPM Stock, $46.88, which is equal to 50% of its initial share price
With respect to the GS Stock, $79.335, which is equal to 50% of its initial share price
With respect to the C Stock, $40.25, which is its closing price on the pricing date
With respect to the WFC Stock, $29.63, which is its closing price on the pricing date
I nit ia l sha re pric e :
With respect to the JPM Stock, $93.76, which is its closing price on the pricing date
With respect to the GS Stock, $158.67, which is its closing price on the pricing date
Fina l sha re pric e :
With respect to each underlying stock, the closing price of such underlying stock on the final
determination date times the adjustment factor for such underlying stock on such date
Worst pe rform ing
The underlying stock with the largest percentage decrease from the respective initial share price to
unde rlying st oc k :
the respective final share price
CU SI P / I SI N :
61770FTR7 / US61770FTR72
List ing:
The securities will not be listed on any securities exchange.




March 2020
Page 2
Morgan Stanley Finance LLC
Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s
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Investment Summary

Worst of Fix e d Coupon Aut o-Ca lla ble Re vCons

Princ ipa l a t Risk Se c urit ie s

The Worst of Fixed Coupon Auto-Callable RevConsSM due September 22, 2021 Payments on the RevCons Based on the Worst
Performing of the Common Stock of Citigroup Inc., the Common Stock of Wells Fargo & Company, the Common Stock of
JPMorgan Chase & Co. and the Common Stock of The Goldman Sachs Group, Inc., which we refer to as the securities, provide an
opportunity for investors to earn a fixed monthly coupon at an annual rate of 10.08%. In addition, if the determination closing price
of e a c h of the common stock of Citigroup Inc., the common stock of Wells Fargo & Company, the common stock of JPMorgan
Chase & Co. and the common stock of The Goldman Sachs Group, Inc. is greater than or equal to its respective redemption
threshold level on any monthly determination date (beginning after three months), the securities will be automatically redeemed for
an amount per security equal to the stated principal amount and the related monthly coupon. However, if the securities are not
automatically redeemed prior to maturity, the payment at maturity due on the securities will be, in addition to the final monthly
coupon, either (i) if the final share price of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o its respective downside
threshold level, the stated principal amount, or (ii) if the final share price of a ny unde rlying st oc k is le ss t ha n its respective
downside threshold level, investors will be exposed to the decline in the worst performing underlying stock on a 1-to-1 basis and
will receive a payment at maturity that reflects the full depreciation in the price of the worst performing underlying stock and that is
significantly less than the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors c ould lose
t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. In addition, investors will not participate in the appreciation of any of the
underlying stocks.

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 $877.60.

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 comprise both a debt component and a
performance-based component linked to the underlying stocks. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying stocks, instruments based on the underlying
stocks, 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 monthly coupon rate, the redemption threshold levels and the
downside threshold levels, 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 stocks, 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 5 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 stocks, 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.

March 2020
Page 3
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Morgan Stanley Finance LLC
Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The securities offer investors an opportunity to earn a fixed monthly coupon at an annual rate of 10.08%. The securities may be
redeemed prior to maturity for the stated principal amount per security plus the applicable monthly coupon, and the payment at
maturity will vary depending on the final share price of each underlying stock, as follows:

Sc e na rio 1
On a ny de t e rm ina t ion da t e (be ginning a ft e r t hre e m ont hs) ot he r t ha n t he fina l
de t e rm ina t ion da t e , t he de t e rm ina t ion c losing pric e of each underlying stock is greater than
or equal to it s re spe c t ive re de m pt ion t hre shold le ve l.

The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the monthly
coupon for the related monthly interest period. No further payments will be made on the securities once
they have been redeemed.

Investors will not participate in any appreciation of any underlying stock.
Sc e na rio 2
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
of each underlying stock is greater than or equal to it s re spe c t ive dow nside t hre shold le ve l.

The payment due at maturity will be (i) the stated principal amount plus (ii) the monthly coupon for the
final monthly interest period.

Investors will not participate in any appreciation of any underlying stock.
Sc e na rio 3
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
of any underlying stock is less than it s re spe c t ive dow nside t hre shold le ve l.

The payment due at maturity will be (i) the monthly coupon for the final interest period plus (ii) the
product of (a) the stated principal amount and (b) the share performance factor of the worst performing
underlying stock.

Investors w ill lose a significant portion, and may lose all, of their principal in this
sc e na rio.

March 2020
Page 4
Morgan Stanley Finance LLC
Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to determine whether the securities are redeemed early and the payment at
maturity. The following examples are for illustrative purposes only. Whether the securities are redeemed early will be determined by
reference to the determination closing price of each underlying stock on each monthly determination date (beginning after three
months) other than the final determination date, and the payment at maturity will be determined by reference to the final share price
of each underlying stock on the final determination date. The actual initial share price, redemption threshold level and downside
threshold level for each underlying stock are set forth on the cover of this document. All payments on the securities are subject to
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our credit risk. The below examples are based on the following terms:

Monthly coupon:
10.08% per annum (corresponding to approximately $8.40 per month per security)1
Payment at Maturity:
· If the final share price of each underlying stock is greater than or equal to its
respective downside threshold level: (i) the stated principal amount plus (ii) the monthly
coupon for the final monthly interest period.
· If the final share price of any underlying stock is less than its respective downside
threshold level: (i) the monthly coupon for the final interest period plus (ii) the product of
(a) the stated principal amount and (b) the share performance factor of the worst
performing underlying stock. U nde r t he se c irc um st a nc e s, t he pa ym e nt a t
m a t urit y w ill be signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount of t he
se c urit ie s a nd c ould be ze ro
Stated Principal Amount:
$1,000 per security
Hypothetical Initial Share Price:
With respect to the C Stock: $60.00
With respect to the WFC Stock: $40.00
With respect to the JPM Stock: $100.00
With respect to the GS Stock: $200.00
Hypothetical Redemption Threshold With respect to the C Stock: $60.00, which is 100% of its hypothetical initial share price
Level:
With respect to the WFC Stock: $40.00, which is 100% of its hypothetical initial share price
With respect to the JPM Stock: $100.00, which is 100% of its hypothetical initial share price
With respect to the GS Stock: $200.00, which is 100% of its hypothetical initial share price
Hypothetical Downside Threshold
With respect to the C Stock: $30.00, which is 50% of its hypothetical initial share price
Level:
With respect to the WFC Stock: $20.00, which is 50% of its hypothetical initial share price
With respect to the JPM Stock: $50.00, which is 50% of its hypothetical initial share price
With respect to the GS Stock: $100.00, which is 50% of its hypothetical initial share price
Hypothetical Adjustment Factor:
With respect to each underlying stock, 1.0

1 The actual monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable
payment period, calculated on a 30/360 day count basis. The monthly coupon of $8.40 is used in these examples for ease of
analysis.

How to determine whether the securities are redeemed early:


Determination Closing Price
Early Redemption Amount*

C Stock
WFC Stock
JPM Stock
GS Stock
Hypothetical
$50.00 (be low
$25.00 (be low its $80.00 (be low
$175.00 (be low
Determination
its redemption
redemption
its redemption
its redemption
N/A
Date 1
threshold level)
threshold level)
threshold level)
threshold level)
$70.00 (a t or
$55.00 (a t or
$220.00 (a t or
Hypothetical
$75.00 (be low
a bove its
a bove its
a bove its
Determination
its redemption
N/A
redemption
redemption
redemption
Date 4
threshold level)
threshold level)
threshold level)
threshold level)
$90.00 (a t or
$65.00 (a t or
$125.00 (a t or
$250.00 (a t or
$1,008.40 (the stated principal
Hypothetical
a bove its
a bove its
a bove its
a bove its
amount plus the monthly coupon
Determination
redemption
redemption
redemption
redemption
for the related monthly interest
Date 10
threshold level)
threshold level)
threshold level)
threshold level)
period)
* The Early Redemption Amount includes the unpaid monthly coupon for the related monthly interest period.

March 2020
Page 5
Morgan Stanley Finance LLC
Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
https://www.sec.gov/Archives/edgar/data/895421/000095010320005583/dp124187_424b2-ps3616.htm[3/19/2020 4:55:44 PM]


St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s
If, on any determination date (beginning after three months) other than the final determination date, the determination closing price
of e a c h unde rlying st oc k is gre a t e r t ha n or e qua l t o its respective redemption threshold level, the securities will be
automatically redeemed for an early redemption payment on the related early redemption date.

On hypothetical determination date 1, the C Stock, the WFC Stock, the JPM Stock and the GS Stock all close below their
respective redemption threshold levels. Therefore, the securities are not redeemed early on such determination date.

On hypothetical determination date 4, three underlying stocks close at or above their respective redemption threshold levels but the
other underlying stock closes below its respective redemption threshold level. Therefore, the securities are not redeemed early on
such determination date.

On hypothetical determination date 10, each underlying stock closes at or above its respective redemption threshold level.
Accordingly, the securities are automatically redeemed following such determination date. You receive the early redemption
payment, calculated as follows:

stated principal amount + monthly coupon = $1,000 + $8.40 = $1,008.40

No further payments will be made on the securities once they have been redeemed. Additionally, investors will not participate in
any appreciation of the underlying stock.

T he se c urit ie s w ill not be re de e m e d e a rly if t he de t e rm ina t ion c losing pric e of a ny unde rlying st oc k is le ss
t ha n t he re de m pt ion t hre shold le ve l for suc h unde rlying st oc k on t he re la t e d de t e rm ina t ion da t e .

How to determine the payment at maturity:

In the following examples, the determination closing price of one or more underlying stocks is less than its respective redemption
threshold level on each determination date prior to the final determination date, and, consequently, the securities are not
automatically redeemed prior to, and remain outstanding until, maturity.


Final Share Price
Payment at Maturity (in addition to
the monthly coupon of $8.40 with

C Stock
WFC Stock
JPM Stock
GS Stock
respect to the final monthly
interest period)
$152.00 (a t or
$275.00 (a t or
$70.00 (a t or
$58.25 (a t or
a bove its
a bove its
$1,000 (the stated principal
Example 1: a bove its downside a bove its downside
downside
downside threshold
amount)
threshold level)
threshold level)
threshold level)
level)
$1,000 x share performance factor
of the worst performing underlying
$120.00 (a t or
$225.00 (a t or
$24.00 (be low its
$55.00 (a t or
stock=
a bove its
a bove its
Example 2:
downside threshold a bove its downside

downside
downside threshold
level)
threshold level)
$1,000 x ($24.00 / $60.00) =
threshold level)
level)
$400.00

$1,000 x share performance factor
of the worst performing underlying
$55.00 (a t or
$16.00 (be low its $20.00 (be low its $90.00 (be low its
stock=
Example 3: a bove its downside downside threshold
downside
downside threshold

threshold level)
level)
threshold level)
level)
$1,000 x ($20.00 / $100.00) =
$200.00

$1,000 x share performance factor
$190.00 (a t or
$27.00 (be low its
$16.00 (be low its $45.00 (be low its
of the worst performing underlying
a bove its
Example 4:
downside threshold downside threshold
downside
stock=
downside threshold
level)
level)
threshold level)

level)
$1,000 x ($16.00 /
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March 2020
Page 6
Morgan Stanley Finance LLC
Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s





$40.00) = $400.00
$1,000 x share performance
factor of the worst performing
$18.00 (be low its
$16.00 (be low its
$40.00 (be low its
$40.00 (be low its
underlying stock=
Example 5:
downside threshold
downside threshold
downside
downside threshold

level)
level)
threshold level)
level)
$1,000 x ($40.00 / $200.00) =
$200.00

In example 1, the final share prices of the C Stock, the WFC Stock, the JPM Stock and the GS Stock are all at or above their
respective downside threshold levels. Therefore, investors receive the stated principal amount of the securities at maturity. Investors
do not participate in the appreciation of any underlying stock.

In example 2, the final share prices of the WFC Stock, the JPM Stock and the GS Stock are above their respective downside
threshold levels, but the final share price of the C Stock is below its downside threshold level. Therefore, even though the WFC
Stock, the JPM Stock and the GS Stock have appreciated in their values, investors are exposed to the downside performance of
the C Stock, which is the worst performing underlying stock in this example, and receive a payment at maturity that is significantly
less than the stated principal amount.

In examples 3 and 4, the final share price of one underlying stock is at or above its downside threshold level, but the final share
prices of the other underlying stocks are below their respective downside threshold levels. Therefore, investors are exposed to the
downside performance of the worst performing underlying stock at maturity.

In example 3, the WFC Stock has declined 60% from its initial share price to its final share price and the GS Stock has declined
55% from its initial share price to its final share price, while the JPM Stock has declined 80% from its initial share price to its final
share price. Therefore, investors are exposed to the downside performance of the JPM Stock, which is the worst performing
underlying stock in this example, and receive a payment at maturity that is significantly less than the stated principal amount.

In example 4, the C Stock has declined 55% from its initial share price to its final share price and the JPM Stock has declined 55%
from its initial share price to its final share price, while the WFC Stock has declined 60% from its initial share price to its final share
price. Therefore, investors are exposed to the downside performance of the WFC Stock, which is the worst performing underlying
stock in this example, and receive a payment at maturity that is significantly less than the stated principal amount.

In example 5, the final share prices of the C Stock, the WFC Stock, the JPM Stock and the GS Stock are all below their respective
downside threshold levels. In this example, the C Stock has declined 70% from its initial share price to its final share price, the
WFC Stock has declined 60% from its initial share price to its final share price and the JPM Stock has declined 60% from its initial
share price to its final share price, while the GS Stock has declined 80% from its initial share price. Therefore, investors are
exposed to the downside performance of the GS Stock, which is the worst performing underlying stock in this example, and receive
a payment at maturity that is significantly less than the stated principal amount.

I f t he fina l sha re pric e of a ny unde rlying st oc k is be low it s re spe c t ive dow nside t hre shold le ve l, you w ill be
e x pose d t o t he dow nside pe rform a nc e of t he w orst pe rform ing unde rlying st oc k a t m a t urit y. U nde r t he se
c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be signific a nt ly le ss t ha n t he princ ipa l a m ount of t he
se c urit ie s a nd t ha t c ould be ze ro.

March 2020
Page 7
Morgan Stanley Finance LLC
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Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s
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 and prospectus. You
should also consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not guarantee the return of any of the principal amount at maturity. Instead, if
the securities have not been automatically redeemed prior to maturity and if the final share price of a ny unde rlying st oc k is
le ss t ha n its respective downside threshold level, you will be exposed to the decline in the closing price of the worst
performing underlying stock, as compared to the initial share price, on a 1-to-1 basis and you will receive a payment at maturity
that is less than 50% of the stated principal amount and could be zero.

You are exposed to the price risk of each underlying stock. Your return on the securities is not linked to a basket
consisting of the four underlying stocks. Rather, it will be contingent upon the independent performance of each underlying
stock. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified
among all the components of the basket, you will be exposed to the risks related to each underlying stock. Poor performance
by a ny unde rlying st oc k over the term of the securities may negatively affect your return and will not be offset or mitigated
by any positive performance by the other underlying stocks. If the securities are not automatically redeemed prior to maturity
and a ny unde rlying st oc k has declined to below its respective downside threshold level as of the final determination date,
you will be fully e x pose d to the decline in the worst performing underlying stock over the term of the securities on a 1-to-1
basis, even if the other underlying stocks have appreciated or have not declined as much. Under this scenario, the value of the
payment at maturity will be less than 50% of the stated principal amount and could be zero. Accordingly, your investment is
subject to the price risk of each underlying stock.

Investors w ill not participate in any appreciation in the price of any underlying stock. Investors will not
participate in any appreciation in the price of any underlying stock from its respective initial share price, and the return on the
securities will be limited to the monthly coupon that is paid for each monthly interest period.

The automatic early redemption feature may limit the term of your investment to approximately three
m ont hs. If the securities are redeemed early, you may not be able to reinvest at comparable terms or returns. The term of
your investment in the securities may be limited to as short as approximately three months by the automatic early redemption
feature of the securities. The securities will be redeemed when the determination closing price of e a c h underlying stock is
gre a t e r t ha n e qua l t o it s re spe c t ive re de m pt ion t hre shold le ve l on any monthly determination date (beginning
after three months). If the securities are redeemed prior to maturity, you will receive no more monthly coupons and may be
forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns.

The market price w ill be influenced by many unpredictable factors. Several factors 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. Although we expect that generally the closing prices of the underlying stocks on any day, including in
relation to the respective downside threshold levels, will affect the value of the securities more than any other single factor,
other factors that may influence the value of the securities include:

o
the trading price and volatility (frequency and magnitude of changes in value) of the underlying stocks,

o
dividend rates on the underlying stocks,

o
interest and yield rates in the market,

o
time remaining until the securities mature,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying
stocks and which may affect the final share prices of the underlying stocks,

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o
the occurrence of certain events affecting the underlying stock that may or may not require an adjustment to the
adjustment factor, and

March 2020
Page 8
Morgan Stanley Finance LLC
Worst of Fixed Coupon Auto-Callable RevConsSM due due September 22, 2021
Pa ym e nt s on t he Re vCons Ba se d on t he Worst Pe rform ing of t he Com m on St oc k of Cit igroup I nc ., t he
Com m on St oc k of We lls Fa rgo & Com pa ny, t he Com m on St oc k of J PM orga n Cha se & Co. a nd t he Com m on
St oc k of T he Goldm a n Sa c hs Group, I nc .
Princ ipa l a t Risk Se c urit ie s
o
any actual or anticipated changes in our credit ratings or credit spreads.

The prices of the underlying stocks may be, and have recently been, volatile, and we can give you no assurance that the
volatility will lessen. See "Citigroup Inc. Overview," "Wells Fargo & Company Overview," "JPMorgan Chase & Co. Overview"
and "The Goldman Sachs Group, Inc. Overview" below. You may receive less, and possibly significantly less, than the stated
principal amount per security if you try to sell your securities prior to maturity.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or 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 on each coupon payment date, upon automatic redemption or at maturity, 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 the
credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. 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.

Investing in the securities is not equivalent to investing in the underlying stocks. Investors in the securities
will not participate in any appreciation in the underlying stocks, and will not have voting rights or rights to receive dividends or
other distributions or any other rights with respect to the underlying stocks. As a result, any return on the securities will not
reflect the return you would realize if you actually owned shares of the underlying stocks and received the dividends paid or
distributions made on them.

No affiliation w ith the underlying stock issuers. The underlying stock issuers are not affiliates of ours, are not
involved with this offering in any way, and have no obligation to consider your interests in taking any corporate actions that
might affect the value of the securities. We have not made any due diligence inquiry with respect to the underlying stock
issuers in connection with this offering.

We may engage in business w ith or involving the underlying stock issuers w ithout regard to your
int e re st s. We or our affiliates may presently or from time to time engage in business with the underlying stock issuers without
regard to your interests and thus may acquire non-public information about the underlying issuers. Neither we nor any of our
affiliates undertakes to disclose any such information to you. In addition, we or our affiliates from time to time have published
and in the future may publish research reports with respect to the underlying stock issuers, which may or may not recommend
that investors buy or hold the underlying stocks.

The antidilution adjustments the calculation agent is required to make do not cover every corporate
e ve nt t ha t c ould a ffe c t t he unde rlying st oc k . MS & Co., as calculation agent, will adjust the adjustment factors for
certain corporate events affecting the underlying stocks, such as stock splits, stock dividends and extraordinary dividends, and
certain other corporate actions involving the issuers of the underlying stocks, such as mergers. However, the calculation agent
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