Obbligazione Morgan Stanley Financial 0% ( US61769HNA94 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US61769HNA94 ( in USD )
Tasso d'interesse 0%
Scadenza 30/08/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61769HNA94 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 1 421 000 USD
Cusip 61769HNA9
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

L'obbligazione Morgan Stanley Finance con ISIN US61769HNA94, CUSIP 61769HNA9, emessa negli Stati Uniti per un ammontare totale di 1.421.000 USD, con scadenza 30/08/2024, cedola zero, taglio minimo 1.000 USD e frequenza di pagamento 2, è giunta a scadenza ed è stata rimborsata al 100% del valore nominale in USD, con rating Moody's NR.







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424B2 1 dp111938_424b2-ps2316.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Trigger Performance Leveraged

$1,421,000

$172.23
Upside Securities due 2024

August 2019
Pricing Supplement No. 2,316
Registration Statement Nos. 333-221595; 333-221595-01
Dated August 27, 2019
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM
and the Russell 2000® Index due August 30, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Trigger PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y
guaranteed by Morgan Stanley. The Trigger PLUS wil pay no interest, do not guarantee any return of principal at maturity
and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as
supplemented or modified by this document. The payment at maturity on the Trigger PLUS wil be based on the value of
the worst performing of the Dow Jones Industrial AverageSM and the Russel 2000® Index, which we refer to as the
underlying indices. At maturity, if both underlying indices have appreciated in value, investors wil receive the stated
principal amount of their investment plus leveraged upside performance of the worst performing underlying index, subject
to the maximum payment at maturity. If either of the underlying indices depreciates in value, but the final index value of
each underlying index is greater than or equal to 60% of the respective initial index value, which we refer to as the
respective trigger level, investors wil receive the stated principal amount of their investment. However, if the final index
value of either underlying index is less than its respective trigger level, investors wil lose a significant portion or al of their
investment, resulting in a loss of 1% for every 1% decline in the worst performing underlying index from its initial index
value. Investors may lose their entire initial investment in the Trigger PLUS. Because the payment at maturity of the
Trigger PLUS is based on the worst performing of the underlying indices, a decline in either underlying index below its
respective trigger level wil result in a significant loss of your investment, even if the other underlying index has appreciated
or has not declined as much. These long-dated Trigger PLUS are for investors who seek an equity index-based return and
who are wil ing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo current
income and upside above the maximum payment at maturity in exchange for the upside leverage feature and the limited
protection against loss that applies only if the final index value of each underlying index is greater than or equal to the
respective trigger level. The Trigger PLUS are notes issued as part of MSFL's Series A Global Medium-Term Notes
program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your
investment. These Trigger PLUS are not secured obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Maturity date:
August 30, 2024
Underlying indices:
Dow Jones Industrial AverageSM (the "INDU Index") and Russel 2000® Index (the "RTY
Index")
Valuation date:
August 27, 2024, subject to postponement for non-index business days and certain
market disruption events
Aggregate principal amount: $1,421,000
Payment at maturity:
If the final index value of each underlying index is greater than its respective initial
index value,

$1,000 + leveraged upside payment

In no event wil the payment at maturity exceed the maximum payment at maturity.
If the final index value of either underlying index is less than or equal to its respective
initial index value, but the final index value of each underlying index is greater than or
equal to its respective trigger level:
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$1,000

If the final index value of either underlying index is less than its respective trigger level:

$1,000 x index performance factor of the worst performing underlying index

Under these circumstances, the payment at maturity wil be less than the stated principal
amount of $1,000 and wil represent a loss of at least 40%, and possibly al of your
investment.
Leveraged upside payment:
$1,000 × leverage factor × index percent change of the worst performing underlying index
Leverage factor:
400%
Index percent change:
With respect to each underlying index, (final index value ­ initial index value) / initial index
value
Worst performing underlying The underlying index with the lesser index percent change
index:
Index performance factor
With respect to each underlying index, final index value / initial index value
Maximum payment at
$1,600 per Trigger PLUS (160% of the stated principal amount)
maturity:
Initial index value:
With respect to the INDU Index, 25,777.90, which is the index closing value of such index
on the pricing date
With respect to the RTY Index, 1,456.039, which is the index closing value of such index
on the pricing date
Final index value:
With respect to each underlying index, the index closing value of such index on the
valuation date
Trigger level:
With respect to the INDU Index, 15,466.74, which is 60% of the initial index value of such
index
With respect to the RTY Index, 873.623, which is approximately 60% of the initial index
value of such index

Stated principal amount /
$1,000 per Trigger PLUS (see "Commissions and issue price" below)
Issue price:
Pricing date:
August 27, 2019
Original issue date:
August 30, 2019 (3 business days after the pricing date)
CUSIP / ISIN:
61769HNA9 / US61769HNA94
Listing:
The Trigger PLUS wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned
subsidiary of Morgan Stanley. See "Supplemental information regarding plan of
distribution; conflicts of interest."
Estimated value on the pricing $933.80 per Trigger PLUS. See "Investment Summary" beginning on page 2.
date:
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to us (2)
Per Trigger PLUS
$1,000
$42.50
$957.50
Total
$1,421,000
$60,392.50
$1,360,607.50
(1) Selected dealers and their financial advisors wil col ectively receive from the agent, MS & Co., a fixed sales commission of $42.50 for each Trigger
PLUS they sel . See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of
Distribution (Conflicts of Interest)" in the accompanying product supplement for PLUS.

(2) See "Use of proceeds and hedging" on page 20.
The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 8.

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

The Trigger PLUS are not 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.

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

As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.

Product Supplement for PLUS dated November 16, 2017 Index Supplement dated November 16,
2017 Prospectus dated November 16, 2017


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Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and
the Russell 2000® Index due August 30, 2024

Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Investment Summary

Performance Leveraged Upside Securities

The Trigger PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM and the Russel
2000® Index due August 30, 2024 (the "Trigger PLUS") can be used:
§ As an alternative to direct exposure to the underlying indices that enhances returns for a certain range of positive
performance of the worst performing underlying index, subject to the maximum payment at maturity
§ To potentialy outperform the worst performing of the Dow Jones Industrial AverageSM and the Russel 2000® Index in
a moderately bul ish scenario by taking advantage of the leverage factor
§ To provide limited protection against loss of principal in the event of a decline of the underlying indices but only if the
respective final index level of the worst performing underlying index is greater than or equal to the respective
trigger level

Maturity:
5 years
Leverage factor:
400% (applicable only if the final index value of each underlying index is greater
than its respective initial index value)
Maximum payment at maturity: $1,600 per Trigger PLUS (160% of the stated principal amount)
Trigger level:
With respect to the INDU Index, 60% of the initial index value
With respect to the RTY Index, 60% of the initial index value
Minimum payment at maturity: None. You could lose your entire initial investment in the Trigger PLUS.
Coupon:
None

The original issue price of each Trigger PLUS is $1,000. This price includes costs associated with issuing, sel ing,
structuring and hedging the Trigger PLUS, which are borne by you, and, consequently, the estimated value of the Trigger
PLUS on the pricing date is less than $1,000. We estimate that the value of each Trigger PLUS on the pricing date is
$933.80.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the Trigger PLUS?

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

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

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The price at which MS & Co. purchases the Trigger PLUS in the secondary market, absent changes in market conditions,
including those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing
date,

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Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and
the Russell 2000® Index due August 30, 2024

Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

because the secondary market price takes into account our secondary market credit spread as wel as the bid-offer spread
that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs
associated with issuing, sel ing, structuring and hedging the Trigger PLUS are not ful y deducted upon issuance, for a
period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the Trigger PLUS in the
secondary market, absent changes in market conditions, including those related to the underlying indices, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those
higher values wil also be reflected in your brokerage account statements.

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



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Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and
the Russell 2000® Index due August 30, 2024

Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Key Investment Rationale

The Trigger PLUS offer leveraged upside exposure to the worst performing of the Dow Jones Industrial AverageSM and the
Russel 2000® Index, subject to the maximum payment at maturity. In exchange for the leverage feature, investors are
exposed to the risk of loss of a significant portion or al of their investment due to the trigger feature. At maturity, an
investor wil receive an amount in cash based upon the closing value of the worst performing underlying index on the
valuation date. The Trigger PLUS are unsecured obligations of ours, and al payments on the Trigger PLUS are subject to
our credit risk. Investors may lose their entire initial investment in the Trigger PLUS.

Leveraged
The Trigger PLUS offer investors an opportunity to receive 400% of the positive return of the
Performance Up to a worst performing of the underlying indices, subject to the maximum payment at maturity, if both
Cap
underlying indices have appreciated in value.
Trigger Feature
At maturity, even if the worst performing underlying index has declined over the term of the
Trigger PLUS, you wil receive your stated principal amount but only if the final index value of the
worst performing underlying index is greater than or equal to the respective trigger level.
Both underlying indices increase in value and, at maturity, the Trigger PLUS redeem for the
Upside Scenario
stated principal amount of $1,000 plus 400% of the index percent change of the worst
performing underlying index, subject to the maximum payment at maturity of $1,600 per Trigger
PLUS (160% of the stated principal amount).
Par Scenario
The final index value of the worst performing index is less than or equal to the respective initial
index value but is greater than or equal to the respective trigger level. In this case, you receive
the stated principal amount of $1,000 at maturity even though the worst performing underlying
index has depreciated.
Either underlying index declines in value such that, at maturity, the final index value of the worst
performing index is less than the respective trigger level. In this case, the Trigger PLUS wil
redeem for at least 40% less than the stated principal amount, and this decrease wil be by an
amount proportionate to the ful decline in value of the worst performing underlying index over
Downside Scenario
the term of the Trigger PLUS.

Because the payment at maturity of the Trigger PLUS is based on the worst performing of the
underlying indices, a decline in either underlying index below its respective trigger level wil
result in a significant loss of your investment, even if the other underlying index has appreciated
or has not declined as much.

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Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and
the Russell 2000® Index due August 30, 2024

Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Hypothetical Examples

The fol owing hypothetical examples il ustrate how to calculate the payment at maturity on the Trigger PLUS. The fol owing
examples are for il ustrative purposes only. The actual initial index value and trigger level for each underlying index are set
forth on the cover page of this pricing supplement. The payment at maturity on the Trigger PLUS is subject to our credit
risk. The below examples are based on the fol owing terms:

Stated principal amount:
$1,000 per PLUS
Leverage factor:
400%
Maximum payment at maturity:
$1,600 per Trigger PLUS (160% of the stated principal amount)
Hypothetical trigger level:
With respect to the INDU Index, 14,400, 60% of the respective hypothetical initial
index value
With respect to the RTY Index, 900, 60% of the respective hypothetical initial index
value
Hypothetical initial index value:
With respect to the INDU Index: 24,000
With respect to the RTY Index: 1,500

EXAMPLE 1: Both underlying indices appreciate significantly and so investors receive only the maximum
payment at maturity.

Final index value

INDU Index: 45,600



RTY Index: 2,700
Index percent change

INDU Index: (45,600 ­ 24,000) / 24,000 = 90%
RTY Index: (2,700 ­ 1,500) / 1,500 = 80%
Payment at maturity
=
$1,000 + leveraged upside payment , subject to the maximum payment at maturity

=
$1,000 + ($1,000 × leverage factor × index percent change of the worst performing
underlying index), subject to the maximum payment at maturity

=
$1,000 + ($1,000 × 400% × 80%), subject to the maximum payment at maturity

=
maximum payment at maturity of $1,600 per Trigger PLUS

In example 1, the final index values of both the INDU Index and the RTY Index are significantly greater than their initial
index values. The INDU Index has appreciated by 90%, while the RTY Index has appreciated by 80%. Therefore, investors
receive at maturity the stated principal amount plus 400% of the appreciation of the worst performing underlying index,
subject to the maximum payment at maturity of $1,600 per Trigger PLUS. Under the terms of the Trigger PLUS, investors
wil realize the maximum payment at maturity at a final index value of the worst performing underlying index of 115% of its
respective initial index value. Therefore, in this example, investors receive only the maximum payment at maturity of
$1,600 per stated principal amount, even though both underlying indices have appreciated significantly.

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Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and
the Russell 2000® Index due August 30, 2024

Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

EXAMPLE 2: Both underlying indices appreciate over the term of the Trigger PLUS, and investors receive the
stated principal amount plus the leveraged upside payment, calculated based on the index percent change of the
worst performing underlying index.

Final index value

INDU Index: 26,400



RTY Index: 2,100
Index percent change

INDU Index: (26,400 ­ 24,000) / 24,000 = 10%
RTY Index: (2,100 ­ 1,500) / 1,500 = 40%
Payment at maturity
=
$1,000 + leveraged upside payment, subject to the maximum payment at maturity

=
$1,000 + ($1,000 × leverage factor × index percent change of the worst performing
underlying index) , subject to the maximum payment at maturity

=
$1,000 + ($1,000 × 400% × 10%), subject to the maximum payment at maturity

=
$1,400

In example 2, the final index values of both the INDU Index and the RTY Index are greater than their initial index values.
The INDU Index has appreciated by 10%, while the RTY Index has appreciated by 40%. Therefore, investors receive at
maturity the stated principal amount plus 400% of the appreciation of the worst performing underlying index, which is the
INDU Index in this example. Investors receive $1,400 per Trigger PLUS at maturity.

EXAMPLE 3: One underlying index appreciates, while the other declines over the term of the Trigger PLUS but
neither index declines below the respective trigger level, and investors receive the stated principal amount.

Final index value

INDU Index: 31,200



RTY Index: 1,200
Index percent change

INDU Index: (31,200 ­ 24,000) / 24,000 = 30%
RTY Index: (1,200 ­ 1,500) / 1,500 = -20%
Payment at maturity
=
$1,000

In example 3, the final index value of the INDU Index is greater than its initial index value, while the final index value of the
RTY Index is less than its initial index value, but is greater than or equal to the respective trigger level. The INDU Index
has appreciated by 30% while the RTY index has declined by 20%. Investors wil receive the stated principal amount of
$1,000.

EXAMPLE 4: One underlying index appreciates while the other declines over the term of the Trigger PLUS, and the
final index value of the worst performing underlying index is less than the respective trigger level. Investors are
therefore exposed to the decline in the worst performing underlying index from its initial index value.

Final index value

INDU Index: 31,200



RTY Index: 600
Index percent change

INDU Index: (31,200 ­ 24,000) / 24,000 = 30%
RTY Index: (600 ­ 1,500) / 1,500 = -60%
Payment at maturity
=
$1,000 × [index performance factor of the worst performing index]

=
$1,000 x [600 / 1,500]

=
$400

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Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and
the Russell 2000® Index due August 30, 2024

Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

In example 4, the final index value of the INDU Index is greater than its initial index value, while the final index value of the
RTY Index has declined below the trigger level. The INDU Index has appreciated by 30% while the RTY Index has
depreciated by 60%. Because the final index value of the RTY Index has declined below the trigger level, investors are
exposed to the negative performance of the RTY Index, which is the worst performing underlying index in this example.
Investors receive a payment at maturity of $400.

EXAMPLE 5: Both underlying indices decline below their respective trigger levels, and investors are therefore
exposed to the decline in the worst performing underlying index from its initial index value.

Final index value

INDU Index: 7,200



RTY Index: 600
Index percent change

INDU Index: (7,200 ­ 24,000) / 24,000 = -70%
RTY Index: (600 ­ 1,500) / 1,500 = -60%
Payment at maturity
=
$1,000 × [index performance factor of the worst performing index]

=
$1,000 × [7,200 / 24,000]

=
$300

In example 5, the final index values of both the INDU Index and the RTY Index are less than their respective trigger levels.
The INDU Index has declined by 70% while the RTY Index has declined by 60%. Therefore, investors are exposed to the
negative performance of the INDU Index, which is the worst performing underlying index in this example. Investors receive
a payment at maturity of $300.

Because the payment at maturity of the Trigger PLUS is based on the worst performing of the underlying indices,
a decline in either underlying index below its respective trigger level will result in a significant loss of your
investment, even if the other underlying index has appreciated or has not declined as much.

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Morgan Stanley Finance LLC

Trigger PLUS Based on the Value of Worst Performing of the Dow Jones Industrial AverageSM and
the Russell 2000® Index due August 30, 2024

Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for
PLUS, index supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other
advisers in connection with your investment in the Trigger PLUS.
§ The Trigger PLUS do not pay interest or guarantee return of any principal. The terms of the Trigger PLUS differ
from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee payment of any
principal at maturity. If the final index value of either underlying index is less than the respective trigger level (which is
60% of the respective initial index level), the payout at maturity wil be an amount in cash that is at least 40% less than
the $1,000 stated principal amount of each Trigger PLUS, and this decrease wil be by an amount proportionate to the
ful decrease in the value of the worst performing underlying index over the term of the Trigger PLUS. There is no
minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment.
§ The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity. The
appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity of $1,600 per Trigger PLUS,
or 160% of the stated principal amount. Although the leverage factor provides leveraged upside returns if the final
index value of each underlying index is greater than its respective initial index value, because the payment at maturity
wil be limited to 160% of the stated principal amount for the Trigger PLUS, any increase in the final index value of the
worst performing underlying index over its initial index value by more than 15.00% of its initial index value wil not
further increase the return on the Trigger PLUS.
§ You are exposed to the price risk of both underlying indices. Your return on the Trigger PLUS it not linked to a
basket consisting of both underlying indices. Rather, it wil be based upon the independent performance of each
underlying index. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated
and diversified among al the components of the basket, you wil be exposed to the risks related to both underlying
indices. Poor performance by either underlying index over the term of the Trigger PLUS wil negatively affect your
return and wil not be offset or mitigated by any positive performance by the other underlying index. If either underlying
index declines to below its respective trigger level as of the valuation date, you wil be exposed to the negative
performance of the worst performing underlying index at maturity, even if the other underlying index has appreciated or
has not declined as much, and you wil lose a significant portion or al of your investment. Accordingly, your investment
is subject to the price risk of both underlying indices.
§ Because the Trigger PLUS are linked to the performance of the worst performing underlying index, you are
exposed to greater risk of sustaining a significant loss on your investment than if the Trigger PLUS were
linked to just one underlying index. The risk that you wil suffer a significant loss on your investment is greater if you
invest in the Trigger PLUS as opposed to substantial y similar securities that are linked to just the performance of one
underlying index. With two underlying indices, it is more likely that either underlying index wil decline to below its
trigger level as of the valuation date, than if the Trigger PLUS were linked to only one underlying index. Therefore it is
more likely that you wil suffer a significant loss on your investment.
§ The market price will be influenced by many unpredictable factors. Several factors wil influence the value of the
Trigger PLUS in the secondary market and the price at which MS & Co. may be wil ing to purchase or sel the Trigger
PLUS in the secondary market, including the value, volatility and dividend yield of the underlying indices, interest and
yield rates, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or
judicial events and any actual or anticipated changes in our credit ratings or credit spreads. General y, the longer the
time remaining to maturity, the more the market price of the Trigger PLUS wil be affected by the other factors
described above. The levels of the underlying indices may be, and have recently been, extremely volatile, and we can
give you no assurance that the volatility wil lessen. See "Dow Jones Industrial AverageSM Overview" and "Russel
2000® Index Overview" below. You may receive less, and possibly significantly less, than the stated principal amount
per Trigger PLUS if you try to sel your Trigger PLUS prior to maturity.

https://www.sec.gov/Archives/edgar/data/895421/000095010319011468/dp111938_424b2-ps2316.htm
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