Obbligazione Morgan Stanleigh 3.5% ( US61760QJU94 ) in USD

Morgan Stanleigh

98.414 USD ⇌

Stati Uniti

US61760QJU94 ( in USD )

3.5% per anno ( pagato 2 volte l'anno)

24/03/2032

Prospetto opuscolo dell'obbligazione Morgan Stanley US61760QJU94 en USD 3.5%, scadenza 24/03/2032

1 000 USD

61760QJU9

N/A

24/03/2026 ( In 102 giorni )

Morgan Stanley è una società globale di servizi finanziari che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QJU94, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 24/03/2032

424B2 1 dp74138_424b2-ps1396.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Fixed Rate Notes due 2032

$5,000,000

$579.50

M a rc h 2 0 1 7
Pricing Supplement No. 1,396
Registration Statement No. 333-200365
Dated March 15, 2017
Filed pursuant to Rule 424(b)(2)
Fixed Rate Step-Up Callable Notes due 2032
As further described below, we, Morgan Stanley, have the right to redeem the notes, in whole or in part, on any semi-annual redemption date, beginning
March 24, 2018, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest thereon to but excluding
the redemption date. Subject to our semi-annual redemption right, interest will accrue and be payable on the notes semi-annually, in arrears, in (i) years 1
to 5, at an annual rate of 3.50%, (ii) years 6 to 10, at an annual rate of 4.25% and (iii) years 11 to maturity, at an annual rate of 5.00%.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s 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
Aggre ga t e princ ipa l a m ount :
$5,000,000. May be increased prior to the original issue date but we are not required to do so.
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
March 15, 2017
Origina l issue da t e :
March 24, 2017 (7 business days after the pricing date)
M a t urit y da t e :
March 24, 2032
I nt e re st a c c rua l da t e :
March 24, 2017
Pa ym e nt a t m a t urit y:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid interest
I nt e re st ra t e :
From and including the original issue date to but excluding March 24, 2022: 3.50% per annum
From and including March 24, 2022 to but excluding March 24, 2027: 4.25% per annum
From and including March 24, 2027 to but excluding the maturity date: 5.00% per annum
I nt e re st pa ym e nt pe riod:
Semi-annually
I nt e re st pa ym e nt pe riod e nd
Unadjusted
da t e s:
I nt e re st pa ym e nt da t e s:
Each March 24 and September 24, beginning September 24, 2017; provided that if any such day is not a business
day, that interest payment will be made on the next succeeding business day and no adjustment will be made to any
interest payment made on that succeeding business day.
Da y-c ount c onve nt ion:
30/360
Opt iona l e a rly re de m pt ion:
Beginning March 24, 2018, we have the right to redeem the notes, a t our disc re t ion , in whole or in part, on any
semi-annual redemption date at a redemption price equal to 100% of the principal amount to be redeemed, plus
accrued and unpaid interest thereon to but excluding the redemption date. If we decide to redeem some or all of the
notes, we will give you notice at least 5 business days before the redemption date specified in the notice. No further
payments will be made on the redeemed notes once they have been redeemed. See "The Notes."
Re de m pt ion pe rc e nt a ge a t
100% per note redeemed
re de m pt ion da t e :
Re de m pt ion da t e s:
Each March 24 and September 24, beginning March 24, 2018.
Spe c ifie d c urre nc y:
U.S. dollars
N o list ing:
The notes will not be listed on any securities exchange.
De nom ina t ions:
$1,000 / $1,000
CU SI P:
61760QJU9
I SI N :
US61760QJU94
Book -e nt ry or c e rt ific a t e d
Book-entry
not e :
Busine ss da y:
New York
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Age nt :
Information Concerning Plan of Distribution; Conflicts of Interest."
Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC
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T rust e e :
The Bank of New York Mellon
Est im a t e d va lue on t he
$937.50 per note. The estimated value on any subsequent pricing date may be lower than this estimate, but will in no
pric ing da t e :
case be less than $900.00 per note. See "The Notes" on page 2.
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions(1)
Proc e e ds t o issue r(2)
Pe r not e

$1,000
$17.50
$982.50
T ot a l

$
$87,500
$4,912,500
(1) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an
affiliate of the agent) and their financial advisors, of up to $17.50 per note depending on market conditions. See "Supplemental Information Concerning
Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
(2) See "Use of Proceeds and Hedging" on page 5.
T he not e 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 3 .
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
t he se se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us 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 .
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 prospe c t us 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 .
Prospe c t us Supple m e nt da t e d J a nua ry 1 1 , 2 0 1 7 Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6
T he not e 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 .

Fixed Rate Step-Up Callable Notes due 2032

The Notes

The notes are debt securities of Morgan Stanley. Interest on the notes will accrue and be payable on the notes semi-annually, in
arrears, (i) from the original issue date until March 24, 2022, at rate of 3.50% per annum; (ii) from March 24, 2022 until March 24,
2027, at a rate of 4.25% per annum; and (iii) from March 24, 2027 until the maturity date, at a rate of 5.00% per annum. Beginning
March 24, 2018, we have the right to redeem the notes, a t our disc re t ion, in whole or in part, on any semi-annual redemption
date at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest thereon to but
excluding the redemption date. If we decide to redeem some or all of the notes, we will give you notice at least 5 business days
before the redemption date specified in the notice. On or before the redemption date, we will deposit with the trustee money
sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If such money is so
deposited, on and after the redemption date, interest will cease to accrue on the notes (unless we default in the payment of the
redemption price and accrued interest) and such notes will cease to be outstanding. We describe the basic features of these notes
in the sections of the accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt Securities" and prospectus
supplement called "Description of Notes," subject to and as modified by the provisions described below. For information regarding
notices of redemption, see "Description of Debt Securities--Redemption and Repurchase of Debt Securities--Notice of
Redemption" in the accompanying prospectus. All payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date
is less than the issue price. We estimate that the value of each note on the pricing date is $937.50. The estimated value on any
subsequent pricing date may be lower than this estimate, but will in no case be less than $900.00 per note.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to interest rates. The estimated value of the notes is determined using our own pricing and valuation
models, market inputs and assumptions relating to 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
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rate debt trades in the secondary market.

What determines the economic terms of the notes?

In determining the economic terms of the notes, including the interest rate applicable to each interest payment period, 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 notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates, 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, the costs of unwinding the related hedging transactions and other factors.

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

March 2017
Page 2

Fixed Rate Step-Up Callable Notes due 2032

Risk Factors

The notes involve risks not associated with an investment in ordinary fixed rate notes. This section describes the most significant
risks relating to the notes. For a complete list of risk factors, please see the accompanying prospectus supplement and prospectus.
Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the suitability of
the notes in light of their particular circumstances.

The notes have early redemption risk. The issuer retains the option to redeem the notes, in whole or in part, on any
semi-annual redemption date, beginning on M a rc h 2 4 , 2 0 1 8 , on at least 5 business days' prior notice. It is more likely that
the issuer will redeem the notes in whole prior to their stated maturity date to the extent that the interest payable on the notes
is greater than the interest that would be payable on other instruments of the issuer of a comparable maturity, of comparable
terms and of a comparable credit rating trading in the market. If the notes are redeemed, in whole or in part, prior to their
stated maturity date, you w ill re c e ive no furt he r int e re st pa ym e nt s on the redeemed notes and may have to re-invest
the proceeds in a lower interest rate environment.

Investors 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 not e s. Investors are dependent on our ability to pay
all amounts due on the notes on interest payment dates, redemption dates and at maturity and therefore investors are subject
to our credit risk and to changes in the market's view of our creditworthiness. The notes are not guaranteed by any other entity.
If we default on our obligations under the notes, your investment would be at risk and you could lose some or all of your
investment. As a result, the market value of the notes 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 value of the notes.

The price at w hich the notes may be sold prior to maturity w ill depend on a number of factors and may
be subst a nt ia lly le ss t ha n t he a m ount for w hic h t he y w e re origina lly purc ha se d. Some of these factors
include, but are not limited to: (i) actual or anticipated changes in interest and yield rates, (ii) any actual or anticipated changes
in our credit ratings or credit spreads and (iii) time remaining to maturity. Generally, the longer the time remaining to maturity
and the more tailored the exposure, the more the market price of the notes will be affected by the other factors described in
the preceding sentence. This can lead to significant adverse changes in the market price of securities like the notes.
Depending on the actual or anticipated level of interest and yield rates, the market value of the notes is expected to decrease
and you may receive substantially less than 100% of the issue price if you are able to sell your notes prior to maturity.
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The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
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 not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o
be le ss t ha n t he origina l issue 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., are willing to
purchase the notes in secondary market transactions will likely be significantly lower than the original issue price, because
secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original
issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and
the bid-offer spread that any dealer would charge in a secondary market transaction of this type, the costs of unwinding the
related hedging transactions as well as other factors.

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

March 2017
Page 3

Fixed Rate Step-Up Callable Notes due 2032

The estimated value of the notes is determined by reference to our pricing and valuation models, w hich
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 notes than those generated by others,
including other dealers in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date
does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
notes in the secondary market (if any exists) at any time. The value of your notes 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.

The notes w ill not be listed on any securities exchange and secondary trading may be limited. The notes
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co.
may, but is not obligated to, make a market in the notes 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 notes, 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 notes. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the notes easily, and any redemption by the issuer in part but not in whole may further reduce any
liquidity in the notes that may exist at that time. Since other broker-dealers may not participate significantly in the secondary
market for the notes, the price at which you may be able to trade your notes 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 notes, it is likely that there
would be no secondary market for the notes. Moreover, it is less likely that the issuer will redeem the notes prior to their
stated maturity date to the extent that the interest payable on the notes is less than the interest that would be payable on other
instruments of the issuer of a comparable maturity trading in the market. Accordingly, you should be willing to hold your notes
to maturity.

Morgan Stanley & Co. LLC, w hich is a subsidiary of the issuer, has determined the estimated value on
t he pric ing da t e . MS & Co. has determined the estimated value of the notes on the pricing date.

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the
not e s. T he y a lso e x pe c t t o he dge t he issue r's obliga t ions unde r t he not e s. The issuer or one or more of its
affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally. This
research is modified from time to time without notice to you and may express opinions or provide recommendations that are
inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes. In addition,
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the issuer's subsidiaries expect to hedge the issuer's obligations under the notes and they may realize a profit from that
expected hedging activity even if investors do not receive a favorable investment return under the terms of the notes or in any
secondary market transaction.

The calculation agent, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
not e s. Any of these determinations made by the calculation agent may adversely affect the payout to investors. Moreover,
certain determinations made by the calculation agent may require it to exercise discretion and make subjective judgments.
These potentially subjective determinations may adversely affect the payout to you on the notes. For further information
regarding these types of determinations, see "Description of Debt Securities--Fixed Rate Debt Securities" and related
definitions in the accompanying prospectus.

March 2017
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Fixed Rate Step-Up Callable Notes due 2032

Use of Proceeds and Hedging

The proceeds we receive from the sale of the notes will be used for general corporate purposes. We will receive, in aggregate,
$1,000 per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our
hedging counterparty will reimburse the cost of the Agent's commissions. The costs of the notes borne by you and described on
page 2 above comprise the Agent's commissions and the cost of issuing, structuring and hedging the notes.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

We expect to deliver the notes against payment therefor in New York, New York on March 24, 2017, which will be the seventh
scheduled business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act, trades in the
secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or on or prior to the third business day prior to
the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith
Barney LLC ("Morgan Stanley Wealth Management") and their financial advisors, of up to $17.50 per note depending on market
conditions. The agent may distribute the notes through Morgan Stanley Wealth Management, as selected dealer, or other dealers,
which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. Morgan Stanley Wealth
Management, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley.

MS & Co. is our wholly owned subsidiary and it and other subsidiaries of ours expect to make a profit by selling, structuring and,
when applicable, hedging the notes.

MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory
Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an
affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any
discretionary account.

Acceleration Amount in Case of an Event of Default

In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable
per note upon any acceleration of the notes shall be an amount in cash equal to the stated principal amount plus accrued and
unpaid interest.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing
supplement have been executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture
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and delivered against payment as contemplated herein, such notes will be valid and binding obligations of Morgan Stanley,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of
good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as
of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In
addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Senior
Debt Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Senior Debt Indenture
with respect to the trustee, all as stated in the letter of such counsel dated January 11, 2017, which is Exhibit 5.1 to the Form 8-K
filed by Morgan Stanley on January 11, 2017.

March 2017
Page 5

Fixed Rate Step-Up Callable Notes due 2032

Contact Information

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices
at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local
brokerage representative.

Where You Can Find More Information

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the
Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You should read the
prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that Morgan
Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these
documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley will arrange to send
you the prospectus and the prospectus supplement if you so request by calling toll-free 800-584-6837.

You may access these documents on the SEC web site at.www.sec.gov as follows:

Prospe c t us Supple m e nt da t e d J a nua ry 1 1 , 2 0 1 7

Prospe c t us da t e d Fe brua ry 1 6 , 2 0 1 6

Terms used but not defined in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in
this pricing supplement, the "Company," "we," "us" and "our" refer to Morgan Stanley.

March 2017
Page 6
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Document Outline

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