Obligation Morgan Stanleigh 8% ( US61761JPZ65 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61761JPZ65 ( en USD )

8% par an ( paiement semestriel )

30/04/2029

Prospectus brochure de l'obligation Morgan Stanley US61761JPZ65 en USD 8%, échéance 30/04/2029

1 000 USD

1 000 000 USD

61761JPZ6

N/A

30/04/2026 ( Dans 139 jours )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JPZ65, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2029

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JPZ65, a été notée NR par l'agence de notation Moody's.

http://www.sec.gov/Archives/edgar/data/895421/000095010314003070/...
424B2 1 dp46020_424b2-ps1356.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Contingent Income Securities due 2029 $1,000,000
$128.80

April 2014

Pricing Supplement No. 1,356
Registration Statement No. 333-178081
Dated April 25, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus
supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not
guarantee the repayment of principal and do not provide for the regular payment of interest after the first 3 years. For the
first 3 years, the securities will pay a fixed monthly coupon at the rate specified below. Thereafter, the securities will pay a
contingent monthly coupon but only if the index closing value of each of the Russell 2000® Index and the EURO STOXX
50® Index on the related observation date is at or above 75% of its respective initial index value, which we refer to as the
coupon barrier level. If the index closing value of either underlying index is less than the coupon barrier level for such index
on any observation date after the first 3 years, we will pay no interest for the related interest period. At maturity, if the final
index value of each underlying index is greater than or equal to 50% of the respective initial index value, which we refer to as
the downside threshold level, the payment at maturity will be the stated principal amount, and, if the final index value of each
underlying index is also greater than or equal to its coupon barrier level, the related contingent monthly coupon. If, however,
the final index value of either underlying index is less than its downside threshold level, investors will be exposed to the
decline in the worst performing underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50%
of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing
to accept the risk of losing their entire initial investment based on the performance of either index and also the risk
of not receiving any monthly coupons after the first 3 years. Because payments on the securities are based on the
worst performing of the underlying indices, a decline beyond the respective coupon barrier level and/or respective downside
threshold level, as applicable, of either underlying index will result in few or no contingent monthly coupons after the first 3
years and/or a significant loss of your investment, as applicable, even if the other underlying index has appreciated or has not
declined as much. Investors will not participate in any appreciation in either underlying index. These long-dated 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 no monthly interest after the first 3 years if either underlying index closes below the
coupon barrier level for such index on the observation dates. The securities are notes issued as part of Morgan Stanley's
Series F Global Medium-Term Notes program.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you
could lose some or all of your investment. These securities are not secured obligations and you will not have any
security interest in, or otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying indices:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggregate principal
$1,000,000
amount:
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
April 25, 2014
Original issue date:
April 30, 2014 (3 business days after the pricing date)
Maturity date:
April 30, 2029
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Monthly coupon:
Years 1-3: On al coupon payment dates through April 2017, a fixed coupon at an annual rate
of 8.00% (corresponding to approximately $6.6667 per month per security) is paid monthly.
Years 4-15: Beginning with the May 2017 coupon payment date, a contingent coupon at an
annual rate of 8.00% (corresponding to approximately $6.6667 per month per security) is paid
monthly but only if the closing value of each underlying index is at or above its respective
coupon barrier level on the related observation date.
If, on any observation date in years 4-15, the closing value of either underlying index is
less than the coupon barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that one or both underlying indices will remain
below the respective coupon barrier level(s) for extended periods of time or even
throughout years 4-15 so that you will receive few or no contingent monthly coupons
during that period.
Coupon barrier level:
With respect to the RTY Index: 842.273, which is approximately 75% of the initial index value
for such index
With respect to the SX5E Index: 2,360.55, which is 75% of the initial index value for such
index
Downside threshold level: With respect to the RTY Index: 561.515, which is 50% of the initial index value for such index
With respect to the SX5E Index: 1,573.70, which is 50% of the initial index value for such
index
Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective
downside threshold level: the stated principal amount, and, if the final index value of each
underlying index is also greater than or equal to its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.
If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (i ) the index performance factor of the
worst performing underlying index. This amount will be less than 50% of the stated principal
amount of the securities and could be zero.

Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on the
$943.60 per security. See "Investment Overview" beginning on page 3.
pricing date:
Commissions and issue
Price to public(1)
Agent's commissions(2)
Proceeds to issuer(3)
price:
Per security
$1,000
$35
$965
Total
$1,000,000
$35,000
$965,000
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35
for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will
receive a sales commission of $5 per security. See "Supplemental information regarding plan of distribution; conflicts of
interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(3) See "Use of proceeds and hedging" on page 27.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 10.

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

The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related prospectus supplement, index supplement and prospectus, each of
which can be accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of
this document.

Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011
Prospectus dated November 21, 2011

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Terms continued from previous page:
Initial index value:
With respect to the RTY Index: 1,123.030, which is the index closing value of such index on the
pricing date
With respect to the SX5E Index: 3,147.40, which is the index closing value of such index on the
pricing date
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the larger percentage decrease from the respective initial index value
underlying index:
to the respective final index value
Index performance factor: Final index value divided by the initial index value
Coupon payment dates:
The 30th day of each month, beginning May 30, 2014 (or, in the case of February, the last
calendar day of such month); provided that if any such day is not a business day, that monthly
coupon, if any, will be paid on the next succeeding business day and no adjustment will be
made to any coupon payment made on that succeeding business day; provided further that the
contingent monthly coupon, if any, with respect to the final observation date shall be paid on
the maturity date.
Observation dates:
The third scheduled business day preceding each scheduled coupon payment date, beginning
with the May 30, 2017 scheduled coupon payment date, subject to postponement for
non-index business days and certain market disruption events. We also refer to the third
scheduled business day prior to the scheduled maturity date as the final observation date.
CUSIP / ISIN:
61761JPZ6 / US61761JPZ65
Listing:
The securities will not be listed on any securities exchange.

April 2014
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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Contingent Income Securities

Principal at Risk Securities
Contingent Income Securities due April 30, 2029 Payments on the Securities Based on the Worst Performing of the Russell
2000® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of principal and do not
provide for the regular payment of interest after the first 3 years. For the first 3 years, the securities will pay a fixed monthly
coupon at the rate specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index
closing value of each of the Russell 2000® Index and the EURO STOXX 50® Index (which we refer to together as the
"underlying indices") is at or above 75% of its respective initial index value, which we refer to as the coupon barrier level, on
the related observation date. If the index closing value of either underlying index is less than the coupon barrier level for
such index on any observation date after the first 3 years, we will pay no coupon for the related monthly period. It is
possible that the index closing value of one or both underlying indices will remain below the respective coupon barrier level(s)
for extended periods of time or even throughout years 4-15 so that you will receive few or no contingent monthly coupons
during that period. We refer to the coupon on the securities after the first 3 years as contingent, because there is no
guarantee that you will receive a coupon payment on any coupon payment date during that period. Even if an underlying
index were to be at or above the coupon barrier level for such index on some monthly observation dates, it may fluctuate
below the coupon barrier level on others. In addition, even if one underlying index were to be at or above the coupon barrier
level for such index on all monthly observation dates, you will receive a contingent monthly coupon during years 4-15 only
with respect to the observation dates on which the other underlying index is also at or above the coupon barrier level for
such index, if any. At maturity, if the final index value of each underlying index is greater than or equal to 50% of the
respective initial index value, which we refer to as the downside threshold level, the payment at maturity will be the stated
principal amount, and, if the final index value of each underlying index is also greater than or equal to its coupon barrier level,
the related contingent monthly coupon. If, however, the final index value of either underlying index is less than its downside
threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1 to 1 basis and will
receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be
zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial
investment based on the performance of either index and also the risk of not receiving any monthly coupons after
the first 3 years.

Maturity:
15 years
Monthly coupon:
Years 1-3: On all coupon payment dates through April 2017, a fixed coupon at an annual rate of
8.00% (corresponding to approximately $6.6667 per month per security) is paid monthly.

Years 4-15: Beginning with the May 2017 coupon payment date, a contingent coupon at an
annual rate of 8.00% (corresponding to approximately $6.6667 per month per security) is paid
monthly but only if the closing value of each underlying index is at or above its respective
coupon barrier level on the related observation date.

If, on any observation date in years 4-15, the closing value of either underlying index is
less than the coupon barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that one or both underlying indices will remain
below the respective coupon barrier level(s) for extended periods of time or even
throughout years 4-15 so that you will receive few or no contingent monthly coupons
during that period.
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Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective
downside threshold level: the stated principal amount, and, if the final index value of each
underlying index is also greater than or equal to its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.

If the final index value of either underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (i ) the index performance factor of the worst
performing underlying index. This amount will be less than 50% of the stated principal amount
of the securities and could be zero.

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585
Broadway, New York, New York 10036 (telephone number (866) 477-4776). Al other clients may contact their local
brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800)
233-1087.

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is
less than $1,000. We estimate that the value of each security on the pricing date is $943.60.

What goes into the estimated value on the pricing date?

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

In determining the economic terms of the securities, including the monthly coupon rate, the coupon barrier level and the
downside threshold level, 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 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 wel as the bid-offer spread
that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs
associated with issuing, selling, structuring and hedging the securities are not ful y deducted upon issuance, for a period of
up to 18 months fol owing 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 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 securities and, if it once chooses to make a market, may cease
doing so at any time.

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

The securities provide for fixed monthly coupon payments at the rate specified herein for the first 3 years. Thereafter, the
securities do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the
index closing value of each underlying index is at or above 75% of its initial index value, which we refer to as the coupon
barrier level, on the related observation date. These securities are for investors who are willing to risk their principal and
seek an opportunity to earn interest at a potential y above-market rate in exchange for the risk of receiving no monthly
interest after the first 3 years if either underlying index closes below the coupon barrier level for such index on the
observation dates. The fol owing scenarios are for illustration purposes only to demonstrate how the payment at maturity
and monthly coupon is calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the
contingent monthly coupon may be payable with respect to none of, or some but not all of, the monthly periods during years
4-15, and the payment at maturity may be less than 50% of the stated principal amount and could be zero.

Scenario 1: A contingent
This scenario assumes that during years 4-15, each underlying index closes at or above
monthly coupon is paid for all
its respective coupon barrier level on every monthly observation date. Investors receive
interest periods, and investors
the 8.00% per annum monthly coupon for each interest period during the term of the
receive principal back at
securities. At maturity, each underlying index closes above its respective downside
maturity, which is the best case
threshold level and coupon barrier level, and so investors receive the stated principal
scenario.
amount and the contingent monthly coupon with respect to the final observation date.
Scenario 2: A contingent
This scenario assumes that each underlying index closes at or above its respective
monthly coupon is paid for
coupon barrier level on some monthly observation dates after the first 3 years, but one
some, but not al , interest
or both underlying indices close below the respective coupon barrier level(s) for such
periods, and investors receive
index on the others. Investors receive the fixed monthly coupon for the monthly interest
principal back at maturity.
periods during the first 3 years. Investors wil receive the contingent monthly coupon for
the monthly interest periods during years 4-15 for which the index closing value of each
underlying index is at or above its respective coupon barrier level on the related
observation date, but not for the interest periods for which one or both underlying indices
close below the respective coupon barrier level(s) on the related observation date. On
the final observation date, each underlying index closes at or above its downside
threshold level. At maturity, investors receive the stated principal amount, and,
depending on whether each final index value is greater than, equal to or below the
respective coupon barrier level, the contingent monthly coupon with respect to the final
observation date.
Scenario 3 : No contingent
This scenario assumes that one or both underlying indices close below the respective
monthly coupon is paid for any
coupon barrier level(s) on every monthly observation date during years 4-15. Since one
interest period during
or both underlying indices close below the respective coupon barrier level(s) on every
years 4-15, and investors
monthly observation date during years 4-15, investors do not receive any contingent
suffer a substantial loss of
monthly coupon during this period. On the final observation date, one or both underlying
principal at maturity.
indices close below the respective downside threshold level(s). At maturity, investors
will receive an amount equal to the stated principal amount multiplied by the index
performance factor of the worst performing underlying index, which will be less than 50%
of the stated principal amount and could be zero.

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Russell 2000® Index

The Russell 2000® Index is an index calculated, published and disseminated by Russel Investments, and measures the
composite price performance of stocks of 2,000 companies (the "Russel 2000 Component Stocks") incorporated in the U.S.
and its territories. Al 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smal est securities that form the
Russell 3000® Index. The Russel 3000® Index is composed of the 3,000 largest U.S. companies as determined by market
capitalization and represents approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the
smallest 2,000 companies included in the Russel 3000® Index and represents a small portion of the total market
capitalization of the Russell 3000® Index. The Russel 2000® Index is designed to track the performance of the small
capitalization segment of the U.S. equity market.

Information as of market close on April 25, 2014:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,123.030
52 Weeks Ago:
940.283
52 Week High (on 3/4/2014):
1,208.651
52 Week Low (on 5/1/2013):
924.239

For additional information about the Russell 2000® Index, see the information set forth under "Russel 2000® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "Russel 2000® Index Historical
Performance" below.

EURO STOXX 50® Index

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group
AG. Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at
December 31, 1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from
within the STOXX 600 Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have
a high degree of liquidity and represent the largest companies across all market sectors.

Information as of market close on April 25, 2014:

Bloomberg Ticker Symbol:
SX5E
Current Index Value:
3,147.40
52 Weeks Ago:
2,704.41
52 Week High (on 4/4/2014):
3,230.33
52 Week Low (on 6/24/2013):
2,511.83

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index"
in the accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index
Historical Performance" below.

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