Obligation Morgan Stanley Financial 0% ( US61769HKR56 ) en USD

Société émettrice Morgan Stanley Financial
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61769HKR56 ( en USD )
Coupon 0%
Echéance 04/08/2022 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley Finance US61769HKR56 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 868 000 USD
Cusip 61769HKR5
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

L'obligation américaine émise par Morgan Stanley Finance (ISIN : US61769HKR56, CUSIP : 61769HKR5), d'une valeur nominale totale de 868 000 USD, avec un prix de marché de 100 %, un taux d'intérêt de 0 %, une taille minimale d'achat de 1 000 USD, une échéance le 04/08/2022 et une fréquence de paiement semestrielle, est arrivée à maturité et a été remboursée.







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424B2 1 dp110762_424b2-ps2226.htm FORM 424B2
CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities

Offering Price

Fee
Offered


Equity-Linked Partial Principal at Risk
$868,000

$105.20
Securities due 2022



July 2019
Pricing Supplement No. 2,226
Registration Statement Nos. 333-221595; 333-221595-01
Dated July 31, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Equity-Linked Partial Principal at Risk Securities due August 4, 2022
Based on the Performance of the Worst Performing of the Russell 2000® Index and the S&P 500® Index
Ful y and Unconditional y Guaranteed by Morgan Stanley
Equity-Linked Partial Principal at Risk Securities, which we refer to as the securities, are unsecured obligations of Morgan
Stanley Finance LLC ("MSFL") and are ful y and unconditional y guaranteed by Morgan Stanley. The securities wil pay no
interest, provide for a minimum payment amount of only 95% of principal at maturity and have the terms described in the
accompanying product supplement, index supplement and prospectus, as supplemented and modified by this document.
The payment at maturity on the securities wil be based on the performance of the worst performing of the Russel 2000®
Index and the S&P 500® Index. At maturity, if the final index value of each of the underlying indices is greater than its
respective initial index value, investors wil receive the stated principal amount of their investment plus a supplemental
redemption amount reflecting 100% of the appreciation of the worst performing underlying index from its initial index value
to its final index value, subject to the maximum payment amount. The supplemental redemption amount wil therefore be
payable only if both underlying indices have appreciated from their respective initial index values. However, if at maturity
the final index value of either underlying index has depreciated in value, investors wil lose 1% for every 1% decline in the
worst performing underling index from its initial index value to its final index value, subject to the minimum payment
amount. Investors may lose up to 5% of the stated principal amount of the securities. Because the payment at
maturity is based on the worst performing of the underlying indices, a decline in either underlying index wil result in a loss
of up to 5% of your investment even if the other underlying index has appreciated or has not declined as much. The
securities are for investors who are concerned about principal risk, but seek an equity index-based return, and who are
wil ing to risk 5% of their principal and to forgo current income and upside returns above the maximum payment amount in
exchange for the repayment of at least 95% of the principal at maturity and the opportunity to earn a return reflecting 100%
of the appreciation of the worst performing underlying index from its initial index value to its final index value, subject to the
maximum payment amount. The securities are securities issued as part of MSFL's Series A Global Medium-Term Notes
program.
All payments on the securities, including the payment of the minimum payment amount at maturity, are subject to
our credit risk. If we default on our 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 Finance LLC
Guarantor:
Morgan Stanley
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Stated principal amount: $1,000 per security
Aggregate principal
$868,000
amount:
Pricing date:
July 31, 2019
Original issue date:
August 5, 2019 (3 business days after the pricing date)
Maturity date:
August 4, 2022
Interest:
None
Underlying indices:
Russel 2000® Index (the "RTY Index") and S&P 500® Index (the "SPX Index")
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Payment at maturity:
If the final index value of each underlying index is greater than its respective initial index
value:
$1,000 + supplemental redemption amount, subject to the maximum payment amount
If the final index value of either underlying index is less than or equal to its respective initial
index value:
$1,000 x index performance factor of the worst performing underlying index, subject to
the minimum payment amount
Under these circumstances, the payment at maturity will be less than the stated
principal amount of $1,000 per security by an amount that is proportionate to the
percentage decline of the worst performing underlying index. However, under no
circumstances will the payment due at maturity be less than the minimum payment
amount of $950 per security.
Supplemental
(i) $1,000 times (i ) the index percent change of the worst performing underlying index times
redemption amount:
(i i) the participation rate
Worst performing
The underlying index with the lesser index percent change
underlying index:
Maximum payment
$1,240 per security (124% of the stated principal amount)
amount:
Minimum payment
$950 per security (95% of the stated principal amount)
amount:
Participation rate:
100%
Index percent change:
With respect to each underlying index, (final index value ­ initial index value) / initial index
value
Index performance factor With respect to each underlying index, final index value / initial index value
Initial index value:
With respect to the RTY Index, 1,574.605, which is the index closing value of such index on
the pricing date

With respect to the SPX Index, 2,980.38, which is the index closing value of such index on
the pricing date

Final index value:
With respect to each underlying index, the index closing value of such index on the
determination date
Determination date:
August 1, 2022, subject to postponement for non-index business days and certain market
disruption events
CUSIP / ISIN:
61769HKR5 / US61769HKR56
Listing:
The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned subsidiary
of Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Estimated value on the
$980.10 per security. See "Investment Summary" beginning on page 2.
pricing date:
Commissions and issue
Agent's commissions
price:
Price to public(1)
and fees(2)
Proceeds to us(3)
Per security
$1,000
$9
$991
Total
$868,000
$7,812
$860,188
(1) The securities wil be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sel al of the securities that it purchases from us to an unaffiliated dealer at a price of $991 per
security, for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. wil
not receive a sales commission with respect to the 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.
(3) See "Use of proceeds and hedging" on page 17.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 7.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this document or the accompanying product supplement, index supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a
bank.
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You should read this document together with the related product supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Terms of the Securities" and
"Additional Information About the Securities" at the end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.
Product Supplement for Equity-Linked Partial Principal at Risk Securities dated November 16, 2017
Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due August 4, 2022
Based on the Performance of the Worst Performing of the Russell 2000 Index and the S&P 500® Index
Investment Summary

Equity-Linked Partial Principal at Risk Securities

The Equity-Linked Partial Principal at Risk Securities due August 4, 2022 Based on the Performance of the Worst
Performing of the Russel 2000® Index and the S&P 500® Index (the "securities") provide investors with an opportunity to
receive a return reflecting 100% of the positive performance of the worst performing underlying index, subject to the
maximum payment amount, while maintaining 1:1 downside exposure to any decline in the worst performing underlying
index, subject to the minimum payment amount at maturity of $950 per security.

If the final index value of each underlying index is greater than its respective initial index value, the securities wil pay
the stated principal amount of $1,000 plus a supplemental redemption amount, subject to the maximum payment amount
of $1,240 per security. The supplemental redemption amount provides 100% upside participation in any appreciation of the
worst performing underlying index, subject to the maximum payment amount (e.g., if the worst performing underlying index
appreciates 5% from its initial index value to its final index value, the investor receives 100% of principal plus 5% at
maturity). If the final index value of either underlying index is equal to or less than its respective initial index value, the
payment at maturity per security wil be equal to or less than the $1,000 principal amount of securities by an amount
proportionate to the decline in the worst performing underlying index as of the determination date, subject to the minimum
payment amount of $950 per security. The securities do not pay interest, and al payments on the securities, including the
payment of the minimum payment amount at maturity, are subject to our credit risk.

Maturity:
Approximately 3 years
Maximum payment amount:
$1,240 per security (124% of the stated principal amount)
Minimum payment amount:
$950 per security (95% of the stated principal amount). You could lose
up to 5% of the stated principal amount of the securities.
Participation rate:
100%
Interest:
None

The original issue price of each security is $1,000. This price includes costs associated with issuing, sel ing, 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 $980.10.

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 wel as an
interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional
fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the minimum payment amount, the maximum payment
amount and the participation rate, we use an internal funding rate, which is likely to be lower than our secondary market
credit spreads and therefore advantageous to us. If the issuing, sel ing, structuring and hedging costs borne by you were
lower or if the internal funding rate were higher, one or more of the economic terms of the 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, sel ing, structuring and hedging the securities are not ful y deducted upon issuance, for a
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period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the securities in the
secondary market, absent changes in market conditions, including those related to the underlying

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due August 4, 2022
Based on the Performance of the Worst Performing of the Russell 2000 Index and the S&P 500® Index
indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We
expect that those higher values wil also be reflected in your brokerage account statements.

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

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due August 4, 2022
Based on the Performance of the Worst Performing of the Russell 2000 Index and the S&P 500® Index
Key Investment Rationale

The securities offer 100% participation in any positive performance of the worst performing underlying index, subject to the
maximum payment amount, while providing for a minimum repayment of 95% of the stated principal amount if the
securities are held to maturity, in exchange for forgoing current income and interest. Al payments on the securities,
including the payment of the minimum payment amount at maturity, are subject to our credit risk.

Minimum Payment
The securities provide for the minimum payment amount of 95% of principal if held to
Amount of 95% of
maturity.
Principal at Maturity
Upside Scenario
Both underlying indices appreciate, and the securities return par plus 100% upside
participation in the appreciation of the worst performing underlying index, subject to the
maximum payment amount of $1,240 per security (124% of the stated principal amount).
Downside Scenario
One or both of the underlying indices depreciate, and the securities redeem for less than the
$1,000 stated principal amount by an amount proportionate to the decline in the value of the
worst performing underlying index, subject to the minimum payment amount of $950 per
security (95% of the stated principal amount).
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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due August 4, 2022
Based on the Performance of the Worst Performing of the Russell 2000 Index and the S&P 500® Index
Hypothetical Examples

The fol owing hypothetical examples il ustrate how to calculate the payment at maturity on the securities. The fol owing
examples are for il ustrative 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 securities is subject to our credit risk. The below examples are based on
the fol owing terms:

Stated principal amount:
$1,000 per security
Participation rate:
100%
Minimum payment amount:
$950 per security (95% of the stated principal amount)
Maximum payment amount:
$1,240 per security (124% of the stated principal amount)
Hypothetical initial index value:
With respect to the RTY Index: 1,500
With respect to the SPX Index: 2,800

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

Final index value

RTY Index: 2,250



SPX Index: 3,920
Index percent change

RTY Index: (2,250 ­ 1,500) / 1,500 = 50%
SPX Index: (3,920 ­ 2,800) / 2,800 = 40%
Payment at maturity
=
$1,000 + ($1,000 × index percent change of the worst performing
underlying index), subject to the maximum payment amount

=
$1,000 + ($1,000 × 40%), subject to the maximum payment amount

=
$1,240

In example 1, the final index values of both the RTY Index and SPX Index are greater than their initial index values. The
RTY Index has appreciated by 50% while the SPX Index has appreciated by 40%. Therefore, investors receive at maturity
the stated principal amount plus a return reflecting 100% of the appreciation of the worst performing underlying, subject to
the maximum payment amount. Under the terms of the securities, investors wil realize the maximum payment amount at a
final index value of the worst performing underlying index of 124% of its respective initial index value. Therefore, in this
example, investors receive only the maximum payment amount of $1,240 per stated principal amount, even though both
underlying indices have appreciated significantly.

EXAMPLE 2: The final index value of each underlying index is greater than its respective initial index value.

Final index value

RTY Index: 1,575



SPX Index: 3,640
Index percent change

RTY Index: (1,575 ­ 1,500) / 1,500 = 5%
SPX Index: (3,640 ­ 2,800) / 2,800 = 30%
Payment at maturity
=
$1,000 + ($1,000 × index percent change of the worst performing
underlying index), subject to the maximum payment amount

=
$1,000 + ($1,000 × 5%)

=
$1,050

In example 2, the final index values of both the RTY Index and SPX Index are greater than their initial index values. The
RTY Index has appreciated by 5% while the SPX Index has appreciated by 30%. Therefore,

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due August 4, 2022
Based on the Performance of the Worst Performing of the Russell 2000 Index and the S&P 500® Index
investors receive at maturity the stated principal amount plus a return reflecting 100% of the appreciation of the worst
performing underlying index, which is the RTY Index in this example. Investors receive $1,050 per security at maturity.

EXAMPLE 3: The final index value of one underlying index is greater than its respective initial index value, while
the final index value of the other underlying index is less than its respective initial index value, but not by more
than 5%.

Final index value

RTY Index: 1,800



SPX Index: 2,716
Index performance factor

RTY Index: 1,800 / 1,500 = 120%
SPX Index: 2,716 / 2,800 = 97%
Payment at maturity
=
($1,000 x index performance factor of the worst performing underlying
index), subject to the minimum payment amount

=
$1,000 × 97%

=
$970

In example 3, the final index value of the RTY Index is greater than its initial index value, while the final index value of the
SPX Index is less than its initial index value. While the RTY Index has appreciated by 20%, the SPX Index has declined by
3%. Therefore, investors are exposed to the negative performance of the SPX Index, which represents the worst
performing underlying index in this example, subject to the minimum payment amount. At maturity, investors receive a
payment at maturity of $970 per security, or 97% of the stated principal amount. In this example, investors are exposed to
the negative performance of the worst performing underlying index, subject to the minimum payment amount, even though
the other underlying index has appreciated in value by 20%, because the final index value of each underlying index is not
greater than its respective initial index value.

EXAMPLE 4: The final index value of one underlying index is greater than its respective initial index value, while
the final index value of the other underlying index is less than its respective initial index value by more than 5%.

Final index value

RTY Index: 1,050



SPX Index: 3,220
Index performance factor

RTY Index: 1,050 / 1,500 = 70%
SPX Index: 3,220 / 2,800 = 115%
Payment at maturity
=
($1,000 x index performance factor of the worst performing underlying
index), subject to the minimum payment amount

=
$950

In example 4, the final index value of the SPX Index is greater than its initial index value, while the final index value of the
RTY Index is less than its initial index value. While the SPX Index has appreciated by 15%, the RTY Index has declined by
30%. Therefore, investors are exposed to the negative performance of the RTY Index, which is the worst performing
underlying index in this example, subject to the minimum payment amount. Because the worst performing underlying index
has declined by 5% or more, investors receive the minimum payment amount of $950 per security at maturity, or 95% of
the stated principal amount. In this example, investors are exposed to the negative performance of the worst performing
underlying index, subject to the minimum payment amount, even though the other underlying index has appreciated in
value by 15%, because the final index value of each underlying index is not greater than its respective initial index value.

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Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due August 4, 2022
Based on the Performance of the Worst Performing of the Russell 2000 Index and the S&P 500® Index
Risk Factors

The fol owing is a 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, index supplement and
prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with
your investment in the securities.
§ The securities do not pay interest and provide for a minimum payment amount of only 95% of principal. The
terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and provide
for a minimum payment amount of only 95% of principal at maturity. If the final index value of either underlying index
is less than its respective initial index value, the payout at maturity wil be an amount in cash that is less than the
$1,000 stated principal amount of each security by an amount proportionate to the decline in the value of the worst
performing underlying index, subject to the minimum payment amount of $950 per security (95% of the stated principal
amount). You could lose up to 5% of your investment in the securities.
§ The appreciation potential of the securities is limited by the maximum payment amount. The appreciation
potential of the securities is limited by the maximum payment amount of $1,240 per security, or 124% of the stated
principal amount. Because the payment at maturity wil be limited to 124% of the stated principal amount for the
securities, any increase in the final index value of the worst performing underlying index over its initial index value by
more than 24% of its initial index value wil not further increase the return on the securities.
§ You are exposed to the price risk of both underlying indices. Your return on the securities is not linked to a basket
consisting of both underlying indices. Rather, it wil be based upon the independent performance of each underlying
index. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and
diversified among al the components of the basket, you wil be exposed to the risks related to both underlying indices.
Poor performance by either underlying index over the term of the securities wil negatively affect your return and wil
not be offset or mitigated by any positive performance by the other underlying index. If either underlying index declines
to below its respective initial index value as of the valuation date, you wil lose up to 5% 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 securities are linked to the performance of the worst performing underlying index, you are
exposed to greater risk of sustaining a loss on your investment than if the securities were linked to just one
underlying index. The risk that you wil suffer a loss on your investment is greater if you invest in the securities as
opposed to substantial y similar securities that are linked to just the performance of one underlying index. With two
underlying indices, it is more likely that either underlying index wil decline to below its initial index value as of the
determination date, than if the securities were linked to only one underlying index. Therefore it is more likely that you
wil suffer a loss on your investment.
§ The market price of the securities will be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the securities in the secondary market and the price at which
MS & Co. may be wil ing to purchase or sel the securities in the secondary market, including the value, volatility and
dividend yield of the underlying indices, interest and yield rates, time remaining to maturity, geopolitical conditions and
economic, financial, political and regulatory or judicial events and any actual or anticipated changes in our credit
ratings or credit spreads. The levels of the underlying indices may be, and have recently been, extremely volatile, and
we can give you no assurance that the volatility wil lessen. See "Russel 2000® Index Overview" and "S&P 500® Index
Overview" below. You may receive less, and possibly significantly less, than the stated principal amount per security if
you try to sel your securities prior to maturity.
§ The securities are linked to the Russell 2000® Index and are subject to risks associated with small-
capitalization companies. As the Russel 2000® Index is one of the underlying indices, and the Russel 2000® Index
consists of stocks issued by companies with relatively smal market capitalization, the securities are linked to the value
of smal -capitalization companies. These companies often have greater

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