Obbligazione Morgan Stanley Financial 0% ( US61770FGB67 ) in USD

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US61770FGB67 ( in USD )

01/12/2022 - Obbligazione è scaduto

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2 800 000 USD

61770FGB6

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The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FGB67, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/12/2022

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770FGB67, was rated NR by Moody's credit rating agency.

424B2 1 dp122921_424b2-ps3279.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Dual Directional Buffered Participation

$2,800,000

$363.44
Securities due 2022

Fe brua ry 2 0 2 0
Pricing Supplement No. 3,279
Registration Statement Nos. 333-221595; 333-221595-01
Dated February 28, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
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 Dual Directional Buffered Participation Securities, or "Buffered Securities," are unsecured obligations of Morgan Stanley
Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The Buffered Securities will pay no
interest, provide a minimum payment at maturity of only 15% of the stated principal amount and have the terms described in the
accompanying product supplement for participation securities, index supplement and prospectus, as supplemented or modified by
this document. The payment at maturity on the Buffered Securities will be based on the value of the worst performing of the S&P
500® Index and the Russell 2000® Index. At maturity, if the final index value of e a c h underlying index is gre a t e r t ha n its
respective initial index value, investors will receive the stated principal amount of their investment plus a return reflecting 100%
participation in the positive performance of the worst performing underlying index. If the final index value of e it he r underlying
index is le ss t ha n or e qua l to its respective initial index value, but the final index value of e a c h underlying index is gre a t e r
t ha n or e qua l t o 85% of its respective initial index value, meaning that ne it he r underlying index has decreased from its initial
index value by an amount greater than the buffer amount of 15%, investors will receive the stated principal amount of their
investment plus a positive return based on the absolute value of the performance of the worst performing underlying index, which
will be inherently limited to a maximum return of 15%. However, if the final index value of e it he r underlying index is le ss t ha n
85% of its respective initial index value, meaning that e it he r underlying index has decreased from its respective initial index value
by an amount greater than the buffer amount of 15%, the absolute return feature will no longer be available and instead investors
will lose 1% for every 1% decline in the worst performing underlying index beyond the specified buffer amount, subject to the
minimum payment at maturity of 15% of the stated principal amount. Investors may lose up to 85% of the stated principal amount
of the Buffered Securities. Because the payment at maturity of the Buffered Securities is based on the worst performing of the
underlying indices, a decline in e it he r underlying index beyond the buffer amount will result in a loss, and potentially a significant
loss, of your investment even if the other underlying index has appreciated or has not declined as much. The Buffered Securities
are for investors who seek an equity index-based return and who are willing to risk their principal, risk exposure to the worst
performing of two underlying indices and forgo current income in exchange for the buffer and absolute return features that in each
case apply to a limited range of performance of the worst performing underlying index. The Buffered Securities are notes issued as
part of MSFL's Series A Global Medium-Term Notes program.
The Buffered Securities differ from the Participation Securities described in the accompanying product supplement for Participation
Securities in that the Buffered Securities offer the potential for a positive return at maturity if the worst performing underlying index
depreciates by up to 15%.
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 Buffe re d 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
M a t urit y da t e :
December 1, 2022
U nde rlying indic e s:
S&P 500® Index (the "SPX Index") and the RTY 2000® Index (the "RTY Index")
Aggre ga t e princ ipa l
$2,800,000
a m ount :
Pa ym e nt a t m a t urit y:
If the final index value of e a c h unde rlying inde x is greater than its respective initial index
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value,
$1,000 + ($1,000 × participation rate × index percent change of the worst performing underlying

index)
If the final index value of e it he r unde rlying inde x is less than or equal to its respective initial
index value but the final index value of e a c h unde rlying inde x is greater than or equal to 85%

of its respective initial index value, meaning that ne it he r underlying index has decreased from its
initial index value by an amount greater than the buffer amount of 15%,

$1,000 + ($1,000 × absolute index return of the worst performing underlying index)
If the final index value of e it he r unde rlying inde x is less than 85% of its respective initial

index value, meaning that e it he r underlying index has decreased from its respective initial index
value by an amount greater than the buffer amount of 15%,

($1,000 × index performance factor of the worst performing underlying index) + $150
Under these circumstances, the payment at maturity will be less than the stated principal amount

of $1,000. However, under no circumstances will the Buffered Securities pay less than $150 per
Buffered Security at maturity.
Pa rt ic ipa t ion ra t e :
100%
I nde x pe rc e nt c ha nge :
With respect to each underlying index, (final index value initial index value) / initial index value
Worst pe rform ing
The underlying index with the lesser index percent change
unde rlying inde x :
I nde x pe rform a nc e fa c t or: With respect to each underlying index, final index value / initial index value
Absolut e inde x re t urn:
The absolute value of the index percent change. For example, a -5% index percent change will
result in a +5% absolute index return
I nit ia l inde x va lue :
With respect to the SPX Index, 2,954.22, which is the index closing value of such index on the
pricing date
With respect to the RTY Index, 1,476.431, which is the index closing value of such index on the
pricing date
Fina l inde x va lue :
With respect to each underlying index, the index closing value of such index on the valuation date
V a lua t ion da t e :
November 28, 2022, subject to adjustment for non-index business days and certain market
disruption events
M inim um pa ym e nt a t
$150 per Buffered Security (15% of the stated principal amount)
m a t urit y:
Buffe r a m ount :
15%. As a result of the buffer amount of 15%, the value at or above which each underlying index
must close on the valuation date so that investors do not lose money on their investment in the
Buffered Securities is:
with respect to the SPX Index, 2,511.087, which is 85% of the initial index value of such
underlying index, and
with respect to the RTY Index, 1,254.966, which is approximately 85% of the initial index value of
such underlying index.
St a t e d princ ipa l a m ount :
$1,000 per Buffered Security
I ssue pric e :
$1,000 per Buffered Security
Pric ing da t e :
February 28, 2020
Origina l issue da t e :
March 4, 2020 (3 business days after the pricing date)
CU SI P / I SI N :
61770FGB6 / US61770FGB67
List ing:
The Buffered Securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley and an
affiliate of MSFL. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$982.40 per Buffered Security. See "Investment Summary" on page 2.
pric ing da t e :
Com m issions a nd issue
Age nt 's c om m issions a nd
pric e :
Pric e t o public (1)
fe e s (2)
Proc e e ds t o us(3)
Pe r Buffe re d
$1,000
$6
$994
Se c urit y
T ot a l
$2,800,000
$16,800
$2,783,200
(1) The Buffered Securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the Buffered Securities that it purchases from us to an unaffiliated dealer at a price of $994 per
Buffered Security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per Buffered Security.
MS & Co. will not receive a sales commission with respect to the Buffered Securities. 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.
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(3) See "Use of proceeds and hedging" on page 18.
T he Buffe re d 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 7 .
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 doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
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 Buffe re d 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 , inde x 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 Buffe re d Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Buffe re d 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 Pa rt ic ipa t ion Se c urit ie s da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt 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
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Dua l Dire c t iona l Buffe re d Pa rt ic ipa t ion Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P 500® Index and the
Russell 2000® Index due December 1, 2022 (the "Buffered Securities") offer 100% participation in the positive performance of the
worst performing underlying index and can be used:

To gain exposure to the worst performing of two U.S. equity indices

To obtain a positive return for a limited range of negative performance of the worst performing underlying index

If the final index value of e it he r underlying index is le ss t ha n 85% of its respective initial index value, investors will be negatively
exposed to the decline in the worst performing underlying index beyond the buffer amount and will lose some or a substantial
portion of their investment.

M a t urit y:
Approximately 2 years and 9 months
Pa rt ic ipa t ion ra t e :
100%
M inim um pa ym e nt a t m a t urit y: $150 per Buffered Security (15% of the stated principal amount). Investors
may lose up to 85% of the stated principal amount of the Buffered Securities.
Buffe r a m ount :
15%, with 1-to-1 downside exposure to the worst performing underlying index
below the buffer
Coupon:
None
List ing:
The Buffered Securities will not be listed on any securities exchange

The original issue price of each Buffered Security is $1,000. This price includes costs associated with issuing, selling, structuring
and hedging the Buffered Securities, which are borne by you, and, consequently, the estimated value of the Buffered Securities on
the pricing date is less than $1,000. We estimate that the value of each Buffered Security on the pricing date is $982.40.

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What goes into the estimated value on the pricing date?

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

In determining the economic terms of the Buffered Securities, including the buffer amount, the participation rate and the minimum
payment at maturity, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and
therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the Buffered 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 Buffered
Securities?

The price at which MS & Co. purchases the Buffered Securities 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,
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 Buffered Securities are not fully deducted upon issuance, for a period of up to 6
months following the issue date, to the extent that MS & Co. may buy or sell the Buffered Securities 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 will also be reflected in your
brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the Buffered Securities, and, if it once chooses to make a market, may
cease doing so at any time.
February 2020
Page 2
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
Princ ipa l a t Risk Se c urit ie s
K e y I nve st m e nt Ra t iona le

The Buffered Securities offer the potential for a positive return at maturity based on the absolute value of a limited range of
percentage changes of the worst performing underlying index. At maturity, if the final index value of e a c h underlying index is
gre a t e r t ha n its respective initial index value, investors will receive the stated principal amount of their investment plus a return
reflecting 100% participation in the positive performance of the worst performing underlying index. If the final index value of e it he r
underlying index is le ss t ha n or e qua l to its respective initial index value but the final index value of e a c h underlying index is
gre a t e r t ha n or e qua l t o 85% of its respective initial index value, investors will receive the stated principal amount of their
investment plus a positive return based on the absolute value of the performance of the worst performing underlying index.
However, if the final index value of e it he r underlying index is le ss t ha n 85% of its respective initial index value, the absolute
return feature will no longer be available and instead investors will lose 1% for every 1% decline in the worst performing underlying
index beyond the specified buffer amount, subject to the minimum payment at maturity. I nve st ors m a y lose up t o 8 5 % of t he
st a t e d princ ipa l a m ount of t he Buffe re d Se c urit ie s. All pa ym e nt s on t he Buffe re d Se c urit ie s a re subje c t t o
our c re dit risk .

The Buffered Securities enable investors to obtain a positive return if the final index value of
Absolut e Re t urn e it he r underlying index is le ss t ha n its respective initial index value but the final index value
Fe a t ure
of e a c h underlying index is gre a t e r t ha n or e qua l t o 85% of its respective initial index
value.
U pside Sc e na rio
if Bot h
Bot h underlying indices increase in value, and, at maturity, the Buffered Securities redeem for
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U nde rlying
the stated principal amount of $1,000 plus a return reflecting 100% of the index percent change
I ndic e s
of the worst performing underlying index.
Appre c ia t e
The final index value of e it he r underlying index is le ss t ha n its respective initial index value
but the final index value of e a c h underlying index is greater than or equal to 85% of its
respective initial index value. In this case, you receive a 1% positive return on the Buffered
Absolut e Re t urn Securities for each 1% negative return on the worst performing underlying index. For example,
Sc e na rio
if the final index value of the worst performing underlying index is 10% less than its respective
initial index value, the Buffered Securities will provide a total positive return of 10% at maturity.
The maximum return you may receive in this scenario is a positive 15% return at maturity
The final index value of e it he r underlying index is le ss t ha n 85% of its respective initial index
value. In this case, the Buffered Securities redeem for less than the stated principal amount by
an amount proportionate to the percentage decrease of the worst performing underlying index
Dow nside
over the term of the Buffered Securities, plus the buffer amount of 15%. For example, if the
Sc e na rio
final index value of the worst performing underlying index is 70% less than its initial index value,
the Buffered Securities will be redeemed at maturity for a loss of 55% of principal at $450, or
45% of the stated principal amount. T he m inim um
pa ym e nt a t m a t urit y is $ 1 5 0 pe r Buffe re d Se c urit y.

Because the payment at maturity of the Buffered Securities is based on the worst performing of the underlying indices, a decline in
e it he r underlying index to less than 85% of its respective initial index value will result in a loss, and potentially a significant loss,
of your investment, even if the other underlying index has appreciated or has not declined as much.

February 2020
Page 3
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the Buffered Securities. The following
examples are for illustrative purposes only. The actual initial index value for each underlying index is set forth on the cover of this
document. Any payment at maturity on the Buffered Securities is subject to our credit risk. The below examples are based on the
following terms:

St a t e d princ ipa l a m ount :
$1,000 per Buffered Security
H ypot he t ic a l init ia l inde x
With respect to the SPX Index: 2,000
va lue :
With respect to the RTY Index: 1,100
Pa rt ic ipa t ion ra t e :
100%
Buffe r a m ount :
15%

EX AM PLE 1 : T he fina l inde x va lue of e a c h unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue .

Final index value

SPX Index: 2,800

RTY Index: 1,760
Index percent change

SPX Index: (2,800 2,000) / 2,000 = 40%
RTY Index: (1,760 1,100) / 1,100 = 60%
Payment at maturity
=
$1,000 + ($1,000 × participation rate × index percent change of the
worst performing underlying index)

=
$1,000 + ($1,000 × 100% × 40%)

=
$1,400

In example 1, the final index values of both the SPX Index and RTY Index are greater than their initial index values. The SPX
Index has appreciated by 40% while the RTY Index has appreciated by 60%. Therefore, investors receive at maturity the stated
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principal amount plus 100% of the appreciation of the worst performing underlying index, which is the SPX Index in this example.
Investors receive $1,400 per Buffered Security at maturity.

EX AM PLE 2 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue
w hile t he fina l inde x va lue of t he ot he r unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue , but
ne it he r unde rlying inde x ha s de c re a se d from it s init ia l inde x va lue by a n a m ount gre a t e r t ha n t he buffe r
a m ount of 1 5 % .

Final index value

SPX Index: 2,800

RTY Index: 990
Index percent change

SPX Index: (2,800 2,000) / 2,000 = 40%
RTY Index: (990 1,100) / 1,100 = -10%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing
underlying index)

=
$1,000 + ($1,000 × 10%)

=
$1,100

In example 2, the final index value of the SPX Index is greater than its respective initial index value, while the final index value of
the RTY Index is less than its respective initial index value. The SPX Index has appreciated by 40%, while the RTY index has
declined by 10%, but neither underlying index has decreased from its initial index value by an amount greater than the buffer
amount of 15%. Therefore, investors receive at maturity the stated principal amount plus a return reflecting the absolute value of
the performance of the worst performing underlying index, which is the RTY Index in this example. Investors receive $1,100 per
Buffered Security at maturity. In this example, investors receive a positive return even though one of the underlying indices has
declined in value by 10%, due to the absolute return feature of the Buffered Securities and because neither underlying index has
declined to below 85% of its initial index value.

EX AM PLE 3 : T he fina l inde x va lue of one unde rlying inde x is gre a t e r t ha n it s re spe c t ive init ia l inde x va lue
w hile t he fina l inde x va lue of t he ot he r unde rlying inde x is le ss t ha n 8 5 % of it s re spe c t ive init ia l inde x
va lue .

February 2020
Page 4
Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
Princ ipa l a t Risk Se c urit ie s
Final index value

SPX Index: 2,200

RTY Index: 550
Index percent change

SPX Index: (2,200 2,000) / 2,000 = 10%
RTY Index: (550 1,100) / 1,100 = -50%
Index performance factor

SPX Index: 2,200 / 2,000 = 110%
RTY Index: 550 / 1,100 = 50%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying
index) + $150

=
($1,000 × 50%) + $150

=
$650

In example 3, the final index value of the SPX Index is greater than its respective initial index value, while the final index value of
the RTY Index is less than 85% of its respective initial index value. While the SPX Index has appreciated by 10%, the RTY index
has declined by 50%. Therefore, investors are exposed to the negative performance of the RTY Index, which is the worst
performing underlying index in this example, beyond the buffer amount of 15%, and receive a payment at maturity of $650 per
Buffered Security. In this example, investors lose the benefit of the absolute return feature and are instead exposed to the negative
performance of the worst performing underlying index even though the other underlying index has appreciated in value by 10%.

EX AM PLE 4 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n it s re spe c t ive init ia l inde x va lue ,
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but ne it he r unde rlying inde x ha s de c re a se d from it s init ia l inde x va lue by a n a m ount gre a t e r t ha n t he buffe r
a m ount of 1 5 % .

Final index value

SPX Index: 1,720

RTY Index: 990
Index percent change

SPX Index: (1,720 2,000) / 2,000 = -14%
RTY Index: (990 1,100) / 1,100 = -10%
Payment at maturity
=
$1,000 + ($1,000 × absolute index return of the worst performing
underlying index)

=
$1,140

In example 4, the final index value of each underlying index is less than its respective initial index value, but neither underlying
index has decreased from its initial index value by an amount greater than the buffer amount of 15%. The SPX index has declined
by 14% while the RTY Index has declined by 10%. Therefore, investors receive at maturity the stated principal amount plus a return
reflecting the absolute value of the performance of the worst performing underlying index, which is the SPX Index in this example.
Investors receive $1,140 per Buffered Security at maturity.

EX AM PLE 5 : T he fina l inde x va lue of e a c h unde rlying inde x is le ss t ha n 8 5 % of it s re spe c t ive init ia l inde x
va lue .

Final index value

SPX Index: 600

RTY Index: 440
Index percent change

SPX Index: (600 2,000) / 2,000 = -70%
RTY Index: (440 1,100) / 1,100 = -60%
Index performance factor

SPX Index: 600 / 2,000 = 30%
RTY Index: 440 / 1,100 = 40%
Payment at maturity
=
($1,000 × index performance factor of the worst performing underlying
index) + $150

=
($1,000 × 30%) + $150

=
$450

In example 5, the final index values of both the SPX Index and the RTY Index are less than their respective initial index values by
an amount greater than the buffer amount of 15%. The SPX index has declined by 70% while the RTY Index has declined by 60%.
Therefore, investors lose the benefit of the absolute return feature and instead are instead exposed to the negative performance of
the SPX Index, which is the worst performing underlying index in this example, beyond the buffer amount of 15%, and receive a
payment at maturity of $450 per Buffered Security.

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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
Princ ipa l a t Risk Se c urit ie s
Be c a use t he pa ym e nt a t m a t urit y of t he Buffe re d Se c urit ie s is ba se d on t he w orst pe rform ing of t he
unde rlying indic e s, a de c line in e it he r unde rlying inde x by a n a m ount gre a t e r t ha n t he buffe r a m ount of 1 5 %
w ill re sult in a loss, a nd pot e nt ia lly a signific a nt loss, of your inve st m e nt , e ve n if t he ot he r unde rlying inde x
ha s a ppre c ia t e d or ha s not de c line d a s m uc h.

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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
Princ ipa l a t Risk Se c urit ie s
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Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the Buffered Securities. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for participation
securities, 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 Buffered Securities.

The Buffered Securities do not pay interest and provide a minimum payment at maturity of only 15% of
t he st a t e d princ ipa l a m ount . The terms of the Buffered Securities differ from those of ordinary debt securities in that the
Buffered Securities do not pay interest and provide a minimum payment at maturity of only 15% of the stated principal amount
of the Buffered Securities. If the final index value of e it he r underlying index is le ss t ha n 85% of its initial index value, the
absolute return feature will no longer be available and you will instead receive for each Buffered Security that you hold a
payment at maturity that is less than the stated principal amount of each Buffered Security by an amount proportionate to the
decline in the value of the worst performing underlying index from its initial index value, plus $150 per Buffered Security.
Ac c ordingly, inve st ors m a y lose up t o 8 5 % of t he st a t e d princ ipa l a m ount of t he Buffe re d Se c urit ie s.

You are exposed to the price risk of both underlying indices. Your return on the Buffered Securities is not linked
to a basket consisting of both underlying indices. Rather, it will 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 all the components of the basket, you will be exposed to the risks related to both underlying indices. Poor performance
by either underlying index over the term of the securities will negatively affect your return and will not be offset or mitigated by
any positive performance by the other underlying index. If either underlying index declines to below 85% of its respective initial
index value as of the valuation date, you will lose some or a substantial portion of your investment, even if the other underlying
index has appreciated or has not declined as much. Accordingly, your investment is subject to the price risk of both underlying
indices.

Because the Buffered Securities are linked to the performance of the w orst performing underlying
inde x , you a re e x pose d t o gre a t e r risk of sust a ining a loss on your inve st m e nt t ha n if t he Buffe re d
Se c urit ie s w e re link e d t o just one unde rlying inde x . The risk that you will suffer a loss on your investment is greater
if you invest in the Buffered Securities as opposed to substantially similar securities that are linked to the performance of just
one underlying index. With two underlying indices, it is more likely that either underlying index will decline to below 85% of its
initial index value as of the valuation date than if the Buffered Securities were linked to only one underlying index. Therefore it
is more likely that you will suffer a loss on your investment.

The market price of the Buffered Securities w ill be influenced by many unpredictable factors. Several
factors will influence the value of the Buffered Securities in the secondary market and the price at which MS & Co. may be
willing to purchase or sell the Buffered Securities in the secondary market, including the value, volatility and dividend yield of
the underlying indices, interest and yield rates in the market, time remaining until the Buffered Securities mature, geopolitical
conditions and economic, financial, political, regulatory or judicial events and any actual or anticipated changes in our credit
ratings or credit spreads. The levels of the underlying indices may be, and have recently been, volatile, and we can give you no
assurance that the volatility will lessen. See "S&P 500® Index Overview" and "Russell 2000® Index Overview" below. You may
receive less, and possibly significantly less, than the stated principal amount per Buffered Security if you try to sell your
Buffered Securities prior to maturity.

The Buffered Securities are subject to our credit risk, and any actual or anticipated changes to our
c re dit ra t ings 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 Buffe re d Se c urit ie s. You are
dependent on our ability to pay all amounts due on the Buffered Securities at maturity and therefore you are subject to our
credit risk. If we default on its obligations under the Buffered 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 Buffered 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 Buffered
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
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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
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Princ ipa l a t Risk Se c urit ie s
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.

The Buffered Securities are linked to the Russell 2000® Index and are subject to risks associated w ith
sm a ll -c a pit a liza t ion c om pa nie s. As the Russell 2000® Index is one of the underlying indices, and the Russell 2000®
Index consists of stocks issued by companies with relatively small market capitalization, the Buffered Securities are linked to
the value of small-capitalization companies. These companies often have greater stock price volatility, lower trading volume
and less liquidity than large-capitalization companies and therefore the Russell 2000® Index may be more volatile than indices
that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more
vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of
small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-
established and less stable financially than large-capitalization companies and may depend on a small number of key
personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse
product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than
large-capitalization companies and are more susceptible to adverse developments related to their products.

The amount payable on the Buffered Securities is not linked to the values of the underlying indices at
a ny t im e ot he r t ha n t he va lua t ion da t e . The final index value of each underlying index will be based on the index
closing value of such index on the valuation date, subject to postponement for non-index business days and certain market
disruption events. Even if both underlying indices appreciate prior to the valuation date but the value of e it he r underlying
index drops by the valuation date to less than 85% of its initial index value, the payment at maturity will be less than it would
have been had the payment at maturity been linked to the values of the underlying indices prior to such drop. Although the
actual values of the underlying indices on the stated maturity date or at other times during the term of the Buffered Securities
may be higher than their respective final index values, the payment at maturity will be based solely on the index closing values
on the valuation date.

Investing in the Buffered Securities is not equivalent to investing in either underlying index. Investing in
the Buffered Securities is not equivalent to investing in either underlying index or the component stocks of either underlying
index. As an investor in the Buffered Securities, you will not have voting rights or rights to receive dividends or other
distributions or any other rights with respect to stocks that constitute either underlying index.

Adjustments to the underlying indices could adversely affect the value of the Buffered Securities. The
publisher of either underlying index may add, delete or substitute the stocks constituting such underlying index or make other
methodological changes that could change the value of such underlying index. The publisher of either underlying index may
discontinue or suspend calculation or publication of such underlying index at any time. In these circumstances, the calculation
agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and
will be permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.

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 Buffe re d
Se c urit ie 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 Buffe re d Se c urit ie s, c a use t he
e st im a t e d va lue of t he Buffe re d Se c urit ie 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., may be willing to purchase the Buffered Securities 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 as well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the Buffered Securities are not fully
deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell
the Buffered Securities 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, and we
expect that those higher values will also be reflected in your brokerage account statements.

The estimated value of the Buffered Securities is determined by reference to our pricing and valuation
m ode ls, w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry
m a rk e t pric e . These pricing and

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Morgan Stanley Finance LLC
Dual Directional Buffered Participation Securities Based on the Value of the Worst Performing of the S&P
500® Index and the Russell 2000® Index due December 1, 2022
Princ ipa l a t Risk Se c urit ie s
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 Buffered Securities than those generated by others, including
other dealers in the market, if they attempted to value the Buffered Securities. In addition, the estimated value on the pricing
date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
Buffered Securities in the secondary market (if any exists) at any time. The value of your Buffered Securities at any time after
the date of this document will vary based on many factors that cannot be predicted with accuracy, including our
creditworthiness and changes in market conditions. See also "The market price of the Buffered Securities will be influenced by
many unpredictable factors" above.

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

Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered
Se c urit ie s. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the
Buffered Securities (and possibly to other instruments linked to the underlying indices or their component stocks), including
trading in the stocks that constitute the underlying indices as well as in other instruments related to the underlying indices. As a
result, these entities may be unwinding or adjusting hedge positions during the term of the Buffered Securities, and the
hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches.
Some of our affiliates also trade the stocks that constitute the underlying indices and other financial instruments related to the
underlying indices on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or
trading activities on or prior to the pricing date could potentially affect the initial index value of either underlying index, and,
therefore, could increase the value at or above which such underlying index must close on the valuation date so that investors
do not suffer a loss on their initial investment in the Buffered Securities (depending also on the performance of the other
underlying index). Additionally, such hedging or trading activities during the term of the Buffered Securities, including on the
valuation date, could adversely affect the closing value of either underlying index on the valuation date, and, accordingly, the
amount of cash an investor will receive at maturity (depending also on the performance of the other underlying index).
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