Obbligazione Morgan Stanley Financial 0% ( US61771C3189 ) in USD

Emittente Morgan Stanley Financial
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US61771C3189 ( in USD )
Tasso d'interesse 0%
Scadenza 22/06/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61771C3189 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 8 913 000 USD
Cusip 61771C318
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61771C3189, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 22/06/2023







424B2 1 dp130779_424b2-ps4352.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due

$8,913,340

$1,156.95
2023

J une 2 0 2 0
Pricing Supplement No. 4,352
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 19, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due June 22, 2023
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Fa c e book , I nc .
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the securities offer the opportunity for
investors to earn a contingent quarterly coupon at an annual rate of 10.65%, but only with respect to each determination date on which the determination closing price
of the underlying stock is greater than or equal to 70% of the initial share price, which we refer to as the downside threshold price. In addition, if the determination
closing price of the underlying stock is greater than or equal to the initial share price on any determination date, the securities will be automatically redeemed for an
amount per security equal to the stated principal amount and the contingent quarterly coupon. However, if the securities are not automatically redeemed prior to maturity,
the payment at maturity due on the securities will be as follows: (i) if the final share price is greater than or equal to the downside threshold price, the stated principal
amount and the contingent quarterly coupon with respect to the final determination date, or (ii) if the final share price is less than the downside threshold price, investors
will be exposed to the decline in the underlying stock on a 1-to-1 basis and will receive a payment at maturity that is less than 70% of the principal amount of the
securities and could be zero. Moreover, if on any determination date the determination closing price of the underlying stock is less than the downside threshold price,
you will not receive any contingent quarterly coupon for that quarterly period. As a result, investors must be willing to accept the risk of not receiving any contingent
quarterly coupons and also the risk of receiving a payment at maturity that is significantly less than the stated principal amount of the securities and could be zero.
Ac c ordingly, inve st ors c ould lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. The securities are for investors who are willing to risk their principal
and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving few or no contingent quarterly coupons over the 3-year
term of the securities. Investors will not participate in any appreciation of the underlying stock. The securities are unsecured obligations of Morgan Stanley Finance LLC
("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The securities are issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of your inve st m e nt . T he se
se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying
re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying st oc k :
Facebook, Inc. class A common stock
Aggre ga t e princ ipa l a m ount :
$8,913,340
St a t e d princ ipa l a m ount :
$10 per security
I ssue pric e :
$10 per security
Pric ing da t e :
June 19, 2020
Origina l issue da t e :
June 24, 2020 (3 business days after the pricing date)
M a t urit y da t e :
June 22, 2023
Ea rly re de m pt ion:
If, on any of the first eleven determination dates, the determination closing price of the underlying stock is greater than or
equal to the initial share price, the securities will be automatically redeemed for an early redemption payment on the third
business day following the related determination date. No further payments will be made on the securities once they have
been redeemed.
Ea rly re de m pt ion pa ym e nt :
The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly
coupon with respect to the related determination date.
De t e rm ina t ion c losing pric e :
The closing price of the underlying stock on any determination date other than the final determination date times the
adjustment factor on such determination date.
Cont inge nt qua rt e rly c oupon:
· If, on any determination date, the determination closing price or the final share price, as applicable, is greater than or
equal to the downside threshold price, we will pay a contingent quarterly coupon at an annual rate of 10.65%
(corresponding to approximately $0.26625 per quarter per security) on the related contingent payment date.
· If, on any determination date, the determination closing price or the final share price, as applicable, is less than the
downside threshold price, no contingent quarterly coupon will be paid with respect to that determination date.
De t e rm ina t ion da t e s:
September 21, 2020, December 21, 2020, March 19, 2021, June 21, 2021, September 20, 2021, December 20, 2021, March
21, 2022, June 20, 2022, September 19, 2022, December 19, 2022, March 20, 2023 and June 19, 2023, subject to
postponement for non-trading days and certain market disruption events. We also refer to June 19, 2023 as the final
determination date.
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Cont inge nt pa ym e nt da t e s:
With respect to each determination date other than the final determination date, the third business day after the related
determination date. The payment of the contingent quarterly coupon, if any, with respect to the final determination date will
be made on the maturity date.
Pa ym e nt a t m a t urit y:
· If the final share price is greater than or equal to
(i) the stated principal amount plus (ii) the contingent quarterly
the downside threshold price:
coupon with respect to the final determination date
· If the final share price is less than the downside
(i) the stated principal amount multiplied by (ii) the share
threshold price:
performance factor
Sha re pe rform a nc e fa c t or:
Final share price divided by the initial share price
Adjust m e nt fa c t or:
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Dow nside t hre shold pric e :
$167.153, which is equal to 70% of the initial share price
I nit ia l sha re pric e :
$238.79, which is equal to the closing price of the underlying stock on the pricing date
Fina l sha re pric e :
The closing price of the underlying stock on the final determination date times the adjustment factor on such date
CU SI P:
61771C318
I SI N :
US61771C3189
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he pric ing
$9.566 per security. See "Investment Summary" beginning on page 2.
da t e :
Com m issions a nd issue pric e :
Pric e t o public
Age nt 's c om m issions a nd fe e s
Proc e e ds t o us (3 )
Pe r se c urit y
$10
$0.20(1)



$0.05(2)
$9.75
T ot a l
$8,913,340
$222,833.50
$8,690,506.50
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS &
Co., a fixed sales commission of $0.20 for each security they sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional
information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.
(3) See "Use of proceeds and hedging" on page 19.

T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk Fa c t ors"
be ginning on pa ge 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 a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o
t he c ont ra ry is a c rim ina l offe nse .

T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt a nd prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he
hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of t he Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of
t his doc um e nt .

As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL c olle c t ive ly, a s t he
c ont e x t re quire s.

Produc t Supple m e nt for Aut o -Ca lla ble Se c urit ie s da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7


Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due June 22, 2023
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Fa c e book , I nc .
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Cont inge nt I nc om e Aut o-Ca lla ble Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Contingent Income Auto-Callable Securities due June 22, 2023 Based on the Performance of the Class A Common Stock of Facebook,
Inc., which we refer to as the securities, provide an opportunity for investors to earn a contingent quarterly coupon at an annual rate of
10.65% with respect to each quarterly determination date on which the determination closing price or the final share price, as applicable, is
greater than or equal to 70% of the initial share price, which we refer to as the downside threshold price. It is possible that the closing price
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of the underlying stock could remain below the downside threshold price for extended periods of time or even throughout the term of the
securities so that you may receive few or no contingent quarterly coupons. If the determination closing price is greater than or equal to the
initial share price on any of the first eleven determination dates, the securities will be automatically redeemed for an early redemption
payment equal to the stated principal amount plus the contingent quarterly coupon with respect to the related determination date. If the
securities have not previously been redeemed and the final share price is greater than or equal to the downside threshold price, the payment
at maturity will also be the sum of the stated principal amount and the contingent quarterly coupon with respect to the related determination
date. However, if the securities have not previously been redeemed and the final share price is less than the downside threshold price,
investors will be exposed to the decline in the closing price of the underlying stock, as compared to the initial share price, on a 1-to-1 basis.
In this case, the payment at maturity will be less than 70% of the stated principal amount of the securities and could be zero. Investors in the
securities must be willing to accept the risk of losing their entire principal and also the risk of not receiving any contingent quarterly coupon. In
addition, investors will not participate in any appreciation of the underlying stock.

The original issue price of each security is $10. This price includes costs associated with issuing, selling, structuring and hedging the
securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than $10. We estimate
that the value of each security on the pricing date is $9.566.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the contingent quarterly coupon rate and the downside threshold price, we use
an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing,
selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms
of the securities would be more favorable to you.

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related
to the underlying stock, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price
takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market
transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities
are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the
securities in the secondary market, absent changes in market conditions, including those related to the underlying stock, and to our secondary
market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be
reflected in your brokerage account statements.

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

June 2020
Page 2
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due June 22, 2023
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Fa c e book , I nc .
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The securities offer investors an opportunity to earn a contingent quarterly coupon at an annual rate of 10.65% with respect to each
determination date on which the determination closing price or the final share price, as applicable, is greater than or equal to 70% of the
initial share price, which we refer to as the downside threshold price. The securities may be redeemed prior to maturity for the stated principal
amount per security plus the applicable contingent quarterly coupon, and the payment at maturity will vary depending on the final share price,
as follows:



Sc e na rio 1
On a ny of t he first e le ve n de t e rm ina t ion da t e s, t he de t e rm ina t ion c losing pric e is greater
than or equal to t he init ia l sha re pric e .

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The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the contingent
quarterly coupon with respect to the related determination date.

Investors will not participate in any appreciation of the underlying stock from the initial share price.

Sc e na rio 2
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
is greater than or equal to t he dow nside t hre shold pric e .

The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent quarterly
coupon with respect to the final determination date.

Investors will not participate in any appreciation of the underlying stock from the initial share price.

Sc e na rio 3
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l sha re pric e
is less than t he dow nside t hre shold pric e .

The payment due at maturity will be equal to (i) the stated principal amount multiplied by (ii) the share
performance factor. I nve st ors w ill lose a signific a nt port ion, a nd m a y lose a ll, of t he ir
princ ipa l in t his sc e na rio.

June 2020
Page 3
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due June 22, 2023
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Fa c e book , I nc .
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the determination closing price and (2) the final
share price.

Dia gra m # 1 : First Ele ve n De t e rm ina t ion Da t e s



Dia gra m # 2 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

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June 2020
Page 4
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due June 22, 2023
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Fa c e book , I nc .
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The below examples are based on the following terms:

Hypothetical Initial Share Price:
$135.00
Hypothetical Downside Threshold Price:
$94.50, which is 70% of the hypothetical initial share price
Hypothetical Adjustment Factor:
1.0
Contingent Quarterly Coupon:
10.65% per annum (corresponding to approximately $0.26625 per
quarter per security)1
Stated Principal Amount:
$10 per security
1 The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period,
calculated on a 30/360 day-count basis. The hypothetical contingent quarterly coupon of $0.26625 is used in these examples for ease of analysis.

In Examples 1 and 2, the closing price of the underlying stock fluctuates over the term of the securities and the determination closing price of
the underlying stock is greater than or equal to the hypothetical initial share price of $135.00 on one of the first eleven determination dates.
Because the determination closing price is greater than or equal to the initial share price on one of the first eleven determination dates, the
securities are automatically redeemed following the relevant determination date. In Examples 3 and 4, the determination closing price on the
first eleven determination dates is less than the initial share price, and, consequently, the securities are not automatically redeemed prior to,
and remain outstanding until, maturity.


Ex a m ple 1
Ex a m ple 2
De t e rm ina t ion Da t e s Hypothetical
Contingent Quarterly
Early Redemption
Hypothetical
Contingent Quarterly
Early Redemption
Determination Closing Coupon
Amount*
Determination Closing Coupon
Amount
Price
Price
# 1
$47.55
$0
N/A
$110.00
$0.26625
N/A
# 2
$135.00
--*
$10.26625
$86.35
$0
N/A
# 3
N/A
N/A
N/A
$110.05
$0.26625
N/A
# 4
N/A
N/A
N/A
$51.10
$0
N/A
# 5
N/A
N/A
N/A
$110.50
$0.26625
N/A
# 6
N/A
N/A
N/A
$108.70
$0.26625
N/A
# 7
N/A
N/A
N/A
$73.60
$0
N/A
# 8
N/A
N/A
N/A
$128.75
$0.26625
N/A
# 9
N/A
N/A
N/A
$105.30
$0.26625
N/A
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# 1 0
N/A
N/A
N/A
$162.00
--*
$10.26625
# 1 1
N/A
N/A
N/A
N/A
N/A
N/A
Fina l De t e rm ina t ion
N/A
N/A
N/A
N/A
N/A
N/A
Da t e
* The Early Redemption Amount includes the unpaid contingent quarterly coupon with respect to the determination date on which the determination closing price is
greater than or equal to the initial share price and the securities are redeemed as a result.

In Example 1, the securities are automatically redeemed following the second determination date, as the determination closing price on
the second determination date is equal to the initial share price. You receive the early redemption payment, calculated as follows:

stated principal amount + contingent quarterly coupon = $10.00 + $0.26625 = $10.26625

In this example, the early redemption feature limits the term of your investment to approximately 6 months, and you may not be able to
reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent coupons.

In Example 2, the securities are automatically redeemed following the tenth determination date, as the determination closing price on
the tenth determination date is greater than the initial share price. As the determination closing prices on the first, third, fifth, sixth, eighth,
ninth and tenth determination dates are greater than or equal to the downside threshold price, you receive the contingent

June 2020
Page 5
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due June 22, 2023
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Fa c e book , I nc .
Princ ipa l a t Risk Se c urit ie s

coupon of $0.26625 with respect to each such determination date. Following the tenth determination date, you receive an early redemption
amount of $10.26625, which includes the contingent quarterly coupon with respect to the tenth determination date.

In this example, the early redemption feature limits the term of your investment to approximately 30 months, and you may not be able to
reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent coupons. Further, although the
underlying stock has appreciated by 20% from its initial share price as of the tenth determination date, you receive only $10.26625 per
security and do not benefit from such appreciation.


Ex a m ple 3
Ex a m ple 4
De t e rm ina t ion Da t e s Hypothetical
Contingent Quarterly
Early Redemption
Hypothetical
Contingent Quarterly
Early Redemption
Determination Closing Coupon
Amount*
Determination Closing Coupon
Amount
Price / Final Share
Price / Final Share
Price
Price
# 1
$47.55
$0
N/A
$82.05
$0
N/A
# 2
$86.35
$0
N/A
$67.50
$0
N/A
# 3
$51.10
$0
N/A
$49.15
$0
N/A
# 4
$86.50
$0
N/A
$73.60
$0
N/A
# 5
$49.10
$0
N/A
$60.10
$0
N/A
# 6
$78.50
$0
N/A
$85.55
$0
N/A
# 7
$65.30
$0
N/A
$54.80
$0
N/A
# 8
$65.90
$0
N/A
$85.35
$0
N/A
# 9
$81.65
$0
N/A
$61.50
$0
N/A
# 1 0
$75.10
$0
N/A
$79.65
$0
N/A
# 1 1
$62.60
$0
N/A
$81.95
$0
N/A
Fina l De t e rm ina t ion
$81.00
$0
N/A
$121.50
--*
N/A
Da t e
Pa ym e nt a t M a t urit y
$ 6 .0 0
$ 1 0 .2 6 6 2 5
*The final contingent quarterly coupon, if any, will be paid at maturity.

Examples 3 and 4 illustrate the payment at maturity per security based on the final share price.

In Example 3, the closing price of the underlying stock remains below the downside threshold price on every determination date. As a
result, you do not receive any contingent coupons during the term of the securities and, at maturity, you are fully exposed to the decline in
the closing price of the underlying stock. As the final share price is less than the downside threshold price, investors will receive a payment at
maturity equal to the stated principal amount multiplied by the share performance factor, calculated as follows:
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stated principal amount × share performance factor = $10.00 × ($81.00 / $135.00) = $6.00

In this example, the payment at maturity is significantly less than the stated principal amount.

In Example 4, the closing price of the underlying stock decreases to a final share price of $121.50. Although the final share price is less
than the initial share price, because the final share price is still not less than the downside threshold price, you receive the stated
principal amount plus a contingent quarterly coupon with respect to the final determination date. Your payment at maturity is calculated as
follows:

$10.00 + $0.26625 = $10.26625

In this example, although the final share price represents a 10% decline from the initial share price, you receive the stated principal amount
per security plus the final contingent quarterly coupon, equal to a total payment of $10.26625 per security at maturity, because the final share
price is not less than the downside threshold price.

June 2020
Page 6
Morgan Stanley Finance LLC

Contingent Income Auto-Callable Securities due June 22, 2023
Ba se d on t he Pe rform a nc e of t he Cla ss A Com m on St oc k of Fa c e book , I nc .
Princ ipa l a t Risk Se c urit ie s

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks,
you should read the section entitled "Risk Factors" in the accompanying product supplement and prospectus. You should also consult your
investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt
securities in that the securities do not guarantee the payment of regular interest or the return of any of the principal amount at maturity.
Instead, if the securities have not been automatically redeemed prior to maturity and if the final share price is less than the downside
threshold price, you will be exposed to the decline in the closing price of the underlying stock, as compared to the initial share price, on a
1-to-1 basis and you will receive a payment that will be less than 70% of the stated principal amount and could be zero.

You w ill not receive any contingent quarterly coupon for any quarterly period w here the determination closing
pric e is le ss t ha n t he dow nside t hre shold pric e . A contingent quarterly coupon will be paid with respect to a quarterly period
only if the determination closing price is greater than or equal to the downside threshold price. If the determination closing price remains
below the downside threshold price on each determination date over the term of the securities, you will not receive any contingent
quarterly coupons.

The contingent quarterly coupon, if any, is based solely on the determination closing price or the final share
pric e , a s a pplic a ble . Whether the contingent quarterly coupon will be paid with respect to a determination date will be based on the
determination closing price or the final share price, as applicable. As a result, you will not know whether you will receive the contingent
quarterly coupon until the related determination date. Moreover, because the contingent quarterly coupon is based solely on the
determination closing price on a specific determination date or the final share price, as applicable, if such determination closing price or
final share price is less than the downside threshold price, you will not receive any contingent quarterly coupon with respect to such
determination date, even if the closing price of the underlying stock was higher on other days during the term of the securities.

Investors w ill not participate in any appreciation in the price of the underlying stock. Investors will not participate in
any appreciation in the price of the underlying stock from the initial share price, and the return on the securities will be limited to the
contingent quarterly coupon, if any, that is paid with respect to each determination date on which the determination closing price or the
final share price, as applicable, is greater than or equal to the downside threshold price. It is possible that the closing price of the
underlying stock could be below the downside threshold price on most or all of the determination dates so that you will receive few or no
contingent quarterly coupons. If you do not earn sufficient contingent quarterly coupons over the term of the securities, the overall return
on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity.

The automatic early redemption feature may limit the term of your investment to approximately three months. If
t he se c urit ie s a re re de e m e d e a rly, you m a y not be a ble t o re inve st a t c om pa ra ble t e rm s or re t urns. The term of your
investment in the securities may be limited to as short as approximately three months by the automatic early redemption feature of the
securities. If the securities are redeemed prior to maturity, you will receive no more contingent quarterly coupons and may be forced to
invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns.

The market price w ill be influenced by many unpredictable factors. Several factors will influence the value of the securities
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in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market.
Although we expect that generally the closing price of the underlying stock on any day will affect the value of the securities more than any
other single factor, other factors that may influence the value of the securities include:

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

o
whether the determination closing price has been below the downside threshold price on any determination date,

o
dividend rates on the underlying stock,

o
interest and yield rates in the market,

o
time remaining until the securities mature,

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

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

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Princ ipa l a t Risk Se c urit ie s

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

The price of the underlying stock may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen.
See "Facebook, Inc. Overview" below. You may receive less, and possibly significantly less, than the stated principal amount per security
if you try to sell your securities prior to maturity.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit
spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to pay all amounts due
on the securities on each contingent payment date, upon automatic redemption or at maturity, and therefore you are subject to our credit
risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your
investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market's view of our
creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking
our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a finance
subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent
assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution
or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by
Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders
will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by
MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu
with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

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

No affiliation w ith Facebook, Inc. Facebook, Inc. is not an affiliate of ours, is not involved with this offering in any way, and has no
obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We have not made any
due diligence inquiry with respect to Facebook, Inc. in connection with this offering.

We may engage in business w ith or involving Facebook, Inc. w ithout regard to your interests. We or our affiliates may
presently or from time to time engage in business with Facebook, Inc. without regard to your interests and thus may acquire non-public
information about Facebook, Inc. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, we or
our affiliates from time to time have published and in the future may publish research reports with respect to Facebook, Inc., which may
or may not recommend that investors buy or hold the underlying stock.
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The antidilution adjustments the calculation agent is required to make do not cover every corporate event that
c ould a ffe c t t he unde rlying st oc k . MS & Co., as calculation agent, will adjust the adjustment factor for certain corporate events
affecting the underlying stock, such as stock splits, stock dividends and extraordinary dividends, and certain other corporate actions
involving the issuer of the underlying stock, such as mergers. However, the calculation agent will not make an adjustment for every
corporate event that can affect the underlying stock. For example, the calculation agent is not required to make any adjustments if the
issuer of the underlying stock or anyone else makes a partial tender or partial exchange offer for the underlying stock, nor will
adjustments be made following the final determination date. In addition, no adjustments will be made for regular cash dividends, which
are expected to reduce the price of the underlying stock by the amount of such dividends. If an event occurs that does not require the
calculation agent to adjust the adjustment factor, such as a regular cash dividend, the market price of the securities and your return on
the securities may be materially and adversely affected. For example, if the record date for a regular cash dividend were to occur on or
shortly before a determination date, this may decrease the determination closing price to be less than the downside threshold price
(resulting in no contingent quarterly coupon being paid with respect to such date) or the final share price to be less than the downside
threshold price (resulting in a loss of a significant portion of all of your investment in the securities), materially and adversely affecting
your return.

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

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Princ ipa l a t Risk Se c urit ie s

market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS
& Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no
secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er than the
ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r ra t e a nd t he
inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he se c urit ie s in t he origina l issue
pric e re duc e t he e c onom ic t e rm s of t he se c urit ie s, c a use t he e st im a t e d va lue of t he se c urit ie s t o be le ss t ha n
t he 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 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.

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

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance,
for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary
market, absent changes in market conditions, including those related to the underlying stock, 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 securities is determined by reference to our pricing and valuation models, w hich may
diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These pricing and
valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events,
which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models
may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they
attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at
which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The
value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with
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accuracy, including our creditworthiness and changes in market conditions. See also "The market price will be influenced by many
unpredictable factors" above.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or
more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments
linked to the underlying stock), including trading in the underlying stock. As a result, these entities may be unwinding or adjusting hedge
positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the
hedge as the final determination date approaches. Some of our affiliates also trade the underlying stock and other financial instruments
related to the underlying stock 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 increase the initial share price, and, as a result, could potentially increase
the downside threshold price, which is the price at or above which the underlying stock must close on each determination date in order
for you to earn a contingent quarterly coupon, and, if the securities are not called prior to maturity, in order for you to avoid being
exposed to the negative price performance of the underlying stock at maturity. Additionally, such hedging or trading activities during the
term of the securities could potentially affect the price of the underlying stock on the determination dates, and, accordingly, whether the
securities are automatically called prior to maturity, and, if the securities are not called prior to maturity, the payout to you at maturity, if
any.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. will determine the initial share price, the
downside threshold price, the final share price, whether the contingent quarterly coupon will be paid on each contingent payment date,
whether the securities will be redeemed following any determination date, whether a market disruption event has occurred, whether to
make any adjustments to the adjustment factor and the payment that you will receive upon an automatic early redemption or at maturity, if
any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and
make subjective judgments, such as with respect to the occurrence or nonoccurrence of market disruption events and certain adjustments
to the adjustment factor. These potentially subjective determinations may affect the payout to you upon an automatic early redemption or
at maturity, if any. For further information regarding these types of determinations, see "Description of Auto-Callable Securities--Auto-
Callable Securities Linked to Underlying Shares" and "--Calculation Agent and Calculations" in the accompanying product supplement. In
addition, MS & Co. has determined the estimated value of the securities on the pricing date.

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Contingent Income Auto-Callable Securities due June 22, 2023
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Princ ipa l a t Risk Se c urit ie s

The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal
authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant aspects of the tax
treatment of the securities are uncertain.

Please read the discussion under "Additional Information--Tax considerations" in this document concerning the U.S. federal income tax
consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial
contract that provides for a coupon that will be treated as gross income to you at the time received or accrued, in accordance with your
regular method of tax accounting. Under this treatment, the ordinary income treatment of the coupon payments, in conjunction with the
capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax
consequences to holders of the securities because the deductibility of capital losses is subject to limitations. We do not plan to request a
ruling from the Internal Revenue Service (the "IRS") regarding the tax treatment of the securities, and the IRS or a court may not agree
with the tax treatment described herein. If the IRS were successful in asserting an alternative treatment for the securities, the timing and
character of income or loss on the securities might differ significantly from the tax treatment described herein. For example, under one
possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders (as defined below)
would be required to accrue into income original issue discount on the securities every year at a "comparable yield" determined at the
time of issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent payments
on the securities) and recognize all income and gain in respect of the securities as ordinary income. The risk that financial instruments
providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater
than the risk of recharacterization for comparable financial instruments that do not have such features.

N on -U .S. H olde rs (a s de fine d be low ) should not e t ha t w e c urre nt ly int e nd t o w it hhold on a ny c oupon pa id t o N on -
U .S. H olde rs ge ne ra lly a t a ra t e of 3 0 % , or a t a re duc e d ra t e spe c ifie d by a n a pplic a ble inc om e t a x t re a t y unde r
a n "ot he r inc om e " or sim ila r provision, a nd w ill not be re quire d t o pa y a ny a ddit iona l a m ount s w it h re spe c t t o
a m ount s w it hhe ld.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of
"prepaid forward contracts" and similar instruments. While it is not clear whether the securities would be viewed as similar to the prepaid
forward contracts described in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration of
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