Obligation Morgan Stanley Financial 0% ( US61769P1802 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61769P1802 ( en USD )

30/03/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769P1802 en USD 0%, échue

1 000 USD

15 647 000 USD

61769P180

N/A

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 émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61769P1802, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2023

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
424B2 1 dp125059_424b2-ps3702.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

$15,646,830

$2,030.96
due 2023

March 2020
Pricing Supplement No. 3,702
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 27, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Cal able Securities due March 30, 2023
Based on the Performance of the Common Stock of Tesla, Inc.
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
Contingent Income Auto-Cal able 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 22.65%, but only
with respect to each determination date on which the determination closing price of the underlying stock is greater than or
equal to 40% 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
wil be automatical y redeemed for an amount per security equal to the stated principal amount and the contingent quarterly
coupon. However, if the securities are not automatical y redeemed prior to maturity, the payment at maturity due on the
securities wil be as fol ows: (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 (i ) if the final share price
is less than the downside threshold price, investors wil be exposed to the decline in the underlying stock on a 1-to-1 basis and
wil receive a payment at maturity that is less than 40% 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 wil not receive any contingent quarterly coupon for that quarterly period. As a result, investors must be wil ing 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. Accordingly, investors could lose
their entire initial investment in the securities. The securities are for investors who are wil ing 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 few or no
contingent quarterly coupons over the 3-year term of the securities. Investors wil not participate in any appreciation of the
underlying stock. The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and
unconditional y guaranteed by Morgan Stanley. The securities are issued as part of MSFL's Series A Global Medium-Term
Notes program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your
investment. These 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
Underlying stock:
Tesla, Inc. common stock
Aggregate principal amount: $15,646,830
Stated principal amount:
$10 per security
Issue price:
$10 per security
Pricing date:
March 27, 2020
Original issue date:
April 1, 2020 (3 business days after the pricing date)
Maturity date:
March 30, 2023
Early redemption:
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 wil be
automatical y redeemed for an early redemption payment on the third business day fol owing
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
1/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
the related determination date. No further payments wil be made on the securities once they
have been redeemed.
Early redemption payment:
The early redemption payment wil be an amount equal to (i) the stated principal amount plus
(i ) the contingent quarterly coupon with respect to the related determination date.
Determination closing price: 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.
Contingent quarterly
· If, on any determination date, the determination closing price or the final share price, as
coupon:
applicable, is greater than or equal to the downside threshold price, we wil pay a contingent
quarterly coupon at an annual rate of 22.65% (corresponding to approximately $0.56625
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 wil be
paid with respect to that determination date.
Determination dates:
June 29, 2020, September 28, 2020, December 28, 2020, March 29, 2021, June 28, 2021,
September 27, 2021, December 27, 2021, March 28, 2022, June 27, 2022, September 27,
2022, December 27, 2022 and March 27, 2023, subject to postponement for non-trading days
and certain market disruption events. We also refer to March 27, 2023 as the final
determination date.
Contingent payment dates:
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 wil be made on the maturity date.
Payment at maturity:
· If the final share price is greater than or
(i) the stated principal amount plus (i ) the
equal to the downside threshold price:
contingent quarterly coupon with respect to
· If the final share price is less than the
the final determination date
downside threshold price:
(i) the stated principal amount multiplied by
(i ) the share performance factor
Share performance factor:
Final share price divided by the initial share price
Adjustment factor:
1.0, subject to adjustment in the event of certain corporate events affecting the underlying
stock
Downside threshold price:
$205.744, which is equal to 40% of the initial share price
Initial share price:
$514.36, which is equal to the closing price of the underlying stock on the pricing date
Final share price:
The closing price of the underlying stock on the final determination date times the adjustment
factor on such date
CUSIP:
61769P180
ISIN:
US61769P1802
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
$9.311 per security. See "Investment Summary" beginning on page 2.
pricing date:
Commissions and issue
Price to public
Agent's commissions and
Proceeds to us(3)
price:
fees
Per security
$10
$0.20(1)

$0.05(2)
$9.75
Total
$15,646,830
$391,170.75
$15,255,659.25

(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.
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 and prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
2/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
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.
You should read this document together with the related product 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 Auto-Callable Securities dated November 16, 2017 Prospectus dated November 16, 2017

https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
3/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due March 30, 2023
Based on the Performance of the Common Stock of Tesla, Inc.
Principal at Risk Securities

Investment Summary
Contingent Income Auto-Callable Securities
Principal at Risk Securities

The Contingent Income Auto-Cal able Securities due March 30, 2023 Based on the Performance of the Common Stock of
Tesla, Inc., which we refer to as the securities, provide an opportunity for investors to earn a contingent quarterly coupon at an
annual rate of 22.65% 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 40% of the initial share price, which we refer to as the downside
threshold price. It is possible that the closing price 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 wil be automatical y 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 wil 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 wil 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 wil be less than 40% of the stated principal
amount of the securities and could be zero. Investors in the securities must be wil ing to accept the risk of losing their entire
principal and also the risk of not receiving any contingent quarterly coupon. In addition, investors wil 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, 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 $10. We estimate that the value of each security on the pricing date is $9.311.

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 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 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, 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 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 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 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 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 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.

March 2020
Page 2
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
4/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due March 30, 2023
Based on the Performance of the Common Stock of Tesla, Inc.
Principal at Risk Securities

Key Investment Rationale

The securities offer investors an opportunity to earn a contingent quarterly coupon at an annual rate of 22.65% 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 40% 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 wil vary depending on the final share price, as fol ows:

Scenario 1
On any of the first eleven determination dates, the determination closing price is greater
than or equal to the initial share price.
§ The securities wil be automatical y redeemed for (i) the stated principal amount plus (i ) the
contingent quarterly coupon with respect to the related determination date.
§ Investors wil not participate in any appreciation of the underlying stock from the initial share
price.
Scenario 2
The securities are not automatically redeemed prior to maturity, and the final share price is
greater than or equal to the downside threshold price.
§ The payment due at maturity wil be (i) the stated principal amount plus (i ) the contingent
quarterly coupon with respect to the final determination date.
§ Investors wil not participate in any appreciation of the underlying stock from the initial share
price.
Scenario 3
The securities are not automatically redeemed prior to maturity, and the final share price is
less than the downside threshold price.
§ The payment due at maturity wil be equal to (i) the stated principal amount multiplied by (i )
the share performance factor. Investors will lose a significant portion, and may lose all, of
their principal in this scenario.

March 2020
Page 3
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
5/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due March 30, 2023
Based on the Performance of the Common Stock of Tesla, Inc.
Principal at Risk Securities

How the Securities Work

The fol owing diagrams il ustrate the potential outcomes for the securities depending on (1) the determination closing price and
(2) the final share price.
Diagram #1: First Eleven Determination Dates

Diagram #2: Payment at Maturity if No Automatic Early Redemption Occurs

March 2020
Page 4
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
6/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due March 30, 2023
Based on the Performance of the Common Stock of Tesla, Inc.
Principal at Risk Securities

Hypothetical Examples

The below examples are based on the fol owing terms:

Hypothetical Initial Share Price:
$360.00
Hypothetical Downside Threshold Price:
$144.00, which is 40% of the hypothetical initial share price
Hypothetical Adjustment Factor:
1.0
Contingent Quarterly Coupon:
22.65% per annum (corresponding to approximately $0.56625
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 $0.56625 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 $360.00 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 automatical y redeemed fol owing 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 automatical y redeemed prior to, and remain outstanding until, maturity.

Example 1
Example 2
Determination
Hypothetical
Contingent
Early
Hypothetical
Contingent
Early
Dates
Determination
Quarterly
Redemption
Determination
Quarterly
Redemption
Closing Price
Coupon
Amount*
Closing Price
Coupon
Amount
#1
$115.00
$0
N/A
$185.00
$0.56625
N/A
#2
$360.00
--*
$10.56625
$110.50
$0
N/A
#3
N/A
N/A
N/A
$250.25
$0.56625
N/A
#4
N/A
N/A
N/A
$102.55
$0
N/A
#5
N/A
N/A
N/A
$270.05
$0.56625
N/A
#6
N/A
N/A
N/A
$197.85
$0.56625
N/A
#7
N/A
N/A
N/A
$90.10
$0
N/A
#8
N/A
N/A
N/A
$285.15
$0.56625
N/A
#9
N/A
N/A
N/A
$320.55
$0.56625
N/A
#10
N/A
N/A
N/A
$432.00
--*
$10.56625
#11
N/A
N/A
N/A
N/A
N/A
N/A
Final
Determination
N/A
N/A
N/A
N/A
N/A
N/A
Date
* 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 automaticaly redeemed folowing 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 fol ows:

stated principal amount + contingent quarterly coupon = $10.00 + $0.56625 = $10.56625

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 wil stop receiving contingent
coupons.

https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
7/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
§ In Example 2, the securities are automatical y redeemed fol owing 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

March 2020
Page 5
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
8/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
Morgan Stanley Finance LLC

Contingent Income Auto-Cal able Securities due March 30, 2023
Based on the Performance of the Common Stock of Tesla, Inc.
Principal at Risk Securities

coupon of $0.56625 with respect to each such determination date. Fol owing the tenth determination date, you receive an early
redemption amount of $10.56625, 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 wil 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 $10.56625 per security and do not benefit from such appreciation.

Example 3
Example 4
Determination
Hypothetical
Contingent
Early
Hypothetical
Contingent
Early
Dates
Determination
Quarterly
Redemption
Determination
Quarterly
Redemption
Closing Price /
Coupon
Amount*
Closing Price /
Coupon
Amount
Final Share
Final Share
Price
Price
#1
$91.55
$0
N/A
$110.20
$0
N/A
#2
$110.50
$0
N/A
$110.75
$0
N/A
#3
$102.55
$0
N/A
$136.30
$0
N/A
#4
$115.60
$0
N/A
$117.10
$0
N/A
#5
$134.40
$0
N/A
$129.55
$0
N/A
#6
$112.00
$0
N/A
$135.00
$0
N/A
#7
$110.30
$0
N/A
$140.15
$0
N/A
#8
$132.10
$0
N/A
$120.10
$0
N/A
#9
$117.60
$0
N/A
$111.85
$0
N/A
#10
$110.75
$0
N/A
$135.30
$0
N/A
#11
$100.60
$0
N/A
$140.00
$0
N/A
Final
Determination
$108.00
$0
N/A
$216.00
--*
N/A
Date
Payment at
$3.00
$10.56625
Maturity
*The final contingent quarterly coupon, if any, will be paid at maturity.

Examples 3 and 4 il ustrate 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 ful y 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 wil receive a payment at maturity equal to the stated principal amount multiplied by the
share performance factor, calculated as fol ows:

stated principal amount x share performance factor = $10.00 x ($108.00 / $360.00) = $3.00

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 $216.00. Although the final
share price is less than the initial share price, because the final share price is stil 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 fol ows:

$10.00 + $0.56625 = $10.56625

In this example, although the final share price represents a 40% 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 $10.56625 per security at
maturity, because the final share price is not less than the downside threshold price.

https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
9/37

4/1/2020
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
March 2020
Page 6
https://www.sec.gov/Archives/edgar/data/895421/000095010320006503/dp125059_424b2-ps3702.htm
10/37