Obligation Morgan Stanley Financial 0% ( US61769P8427 ) en USD

Morgan Stanley Financial

100 % ▲

Etas-Unis

US61769P8427 ( en USD )

30/05/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769P8427 en USD 0%, échue

1 000 USD

4 911 000 USD

61769P842

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 US61769P8427 (CUSIP: 61769P842), émise par Morgan Stanley Finance aux États-Unis pour un montant total de 4 911 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 0%, une maturité fixée au 30/05/2025, une taille minimale d'achat de 1 000 USD, une fréquence de paiement de 2, et n'est pas notée par Moody's (NR).

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424B2 1 dp128923_424b2-ps4159.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Trigger Absolute Return Step Securities due 2025
$4,911,400

$637.50

Pricing Supplement No. 4,159
Registration Statement Nos. 333-221595; 333-221595-01
Dated May 26, 2020
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC $4,911,400 Trigger Absolute Return Step Securities
Linked to the S&P 500® Index due May 30, 2025
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
Investment Description
These Trigger Absolute Return Step Securities (the "Securities") are unsecured and unsubordinated debt securities issued by
Morgan Stanley Finance LLC ("MSFL"), ful y and unconditional y guaranteed by Morgan Stanley, with returns linked to the
performance of the S&P 500® Index (the "Underlying"). If the Final Level is greater than or equal to the Step Barrier, MSFL wil
pay the Principal Amount at maturity plus a return equal to the greater of (i) the Step Return of 20.00% and (i ) the Underlying
Return. If the Final Level is less than the Step Barrier but greater than or equal to the Downside Threshold, MSFL wil pay the ful
Principal Amount at maturity and pay a return equal to the absolute value of the Underlying Return (the "Contingent Absolute
Return"). However, if the Final Level is less than the Downside Threshold, MSFL wil pay significantly less than the ful Principal
Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Underlying Return. These
long-dated Securities are for investors who seek an equity index-based return and who are wil ing to risk a loss on their principal
and forgo current income in exchange for the Step Return and the Contingent Absolute Return features and the contingent
repayment of principal, which applies only if the Final Level is not less than the Downside Threshold, each as applicable at
maturity. Investing in the Securities involves significant risks. You will not receive interest or dividend payments during
the term of the Securities. You may lose a significant portion or all of your Principal Amount. The Contingent Absolute
Return, any contingent repayment of principal and the Step Return apply only if you hold the Securities to maturity.
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.
Features
Key Dates
q Enhanced Growth Potential with a Step Return
Trade Date
May 26, 2020
Feature: If the Final Level is greater than or equal to the
Settlement Date
May 29, 2020
Step Barrier, MSFL wil pay the Principal Amount at
Final Valuation Date*
May 27, 2025
maturity plus pay a return equal to the greater of (i) the
Maturity Date*
May 30, 2025
Step Return of 20.00% and (i ) the Underlying Return. If

the Final Level is less than the Downside Threshold,
* Subject to postponement in the event of a Market
investors wil be exposed to the negative Underlying
Disruption Event or for non-Index Business Days. See
Return at maturity.
"Postponement of Final Valuation Date and Maturity Date"
q Contingent Absolute Return at Maturity: If the Final
under "Additional Terms of the Securities."
Level is less than the Step Barrier and the Final Level is
not less than the Downside Threshold, MSFL wil pay the
Principal Amount at maturity and pay the Contingent
Absolute Return. However, if the Final Level is less than
the Downside Threshold, MSFL wil pay significantly less
than the ful Principal Amount, if anything, resulting in a
loss of principal that is proportionate to the negative
Underlying Return. The Contingent Absolute Return and
any contingent repayment of principal apply only if you
hold the Securities to maturity. Any payment on the
Securities, including any repayment of principal, is subject
to our creditworthiness.
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE
SECURITIES MAY NOT OBLIGATE US TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE
SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF
A SIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE
CREDIT RISK INHERENT IN PURCHASING OUR DEBT OBLIGATIONS. YOU SHOULD NOT PURCHASE THE SECURITIES
IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING
IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF THIS
PRICING SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY
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OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF,
AND THE RETURN ON, YOUR SECURITIES.
Security Offering
We are offering Trigger Absolute Return Step Securities linked to the S&P 500® Index. The Securities are not subject to a
predetermined maximum gain and, accordingly, any return at maturity wil be determined by the performance of the
Underlying. The Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below.
Underlying
Initial Level
Step Return
Step Barrier
Downside Threshold
CUSIP
ISIN
100% of the
2,243.83, which is
S&P 500®
2,991.77
20.00%
Initial Level
approximately 75% of
61769P842
US61769P8427
Index
the Initial Level
See "Additional Information about Morgan Stanley, MSFL and the Securities" on page 2. The Securities will have the
terms set forth in the accompanying prospectus, prospectus supplement and index supplement and this pricing
supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities
or passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index
supplement and prospectus. 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.
Estimated value on the Trade Date
$9.528 per Security. See "Additional Information about Morgan Stanley, MSFL
and the Securities" on page 2.
Underwriting

Price to Public
Discount(1)
Proceeds to Us(2)
Per Security
$10.00
$0.35
$9.65
Total
$4,911,400
$171,899
$4,739,501
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales
commission of $0.35 for each Security it sel s. For more information, please see "Supplemental Plan of Distribution; Conflicts
of Interest" on page 22 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 21.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate and a whol y owned subsidiary or Morgan Stanley. See
"Supplemental Plan of Distribution; Conflicts of Interest" on page 22 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

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Additional Information about Morgan Stanley, MSFL and the Securities
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a prospectus
supplement and an index supplement) with the SEC for the offering to which this communication relates. In connection with your
investment, you should read the prospectus in that registration statement, the prospectus supplement, the index supplement and
any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete
information about Morgan Stanley, MSFL and this offering. You may get these documents for free by visiting EDGAR on the SEC
website at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in this offering wil
arrange to send you the prospectus, the prospectus supplement and the index supplement if you so request by cal ing tol -free 1-
(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website
at.www.sec.gov as fol ows:

t Prospectus supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011241/dp82788_424b2-seriesa.htm

t Index supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011283/dp82797_424b2-indexsupp.htm

t Prospectus dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011237/dp82798_424b2-base.htm

References to "MSFL" refer to only MSFL, references to "Morgan Stanley" refer to only Morgan Stanley and references to "we,"
"our" and "us" refer to MSFL and Morgan Stanley col ectively. In this document, the "Securities" refers to the Trigger Absolute
Return Step Securities that are offered hereby. Also, references to the accompanying "prospectus," "prospectus supplement" and
"index supplement" mean the prospectus filed by MSFL and Morgan Stanley dated November 16, 2017, the prospectus
supplement filed by MSFL and Morgan Stanley dated November 16, 2017 and the index supplement filed by MSFL and Morgan
Stanley dated November 16, 2017, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying
prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume
that the information in this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is
accurate as of any date other than the date on the front of this document.

The 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 Trade Date is less than
$10. We estimate that the value of each Security on the Trade Date is $9.528.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Underlying. The estimated value of the Securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the Underlying, instruments based on the Underlying,
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 Step Return, the Step Barrier and the Downside Threshold, 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 Trade 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, may vary from, and be lower than, the estimated value on the Trade 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 12 months
fol owing the Settlement 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, 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.

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MS & Co. currently intends, 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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Investor Suitability
The Securities may be suitable for you if:
The Securities may not be suitable for you if:
¨ You ful y understand the risks inherent in an investment in
¨ You do not ful y understand the risks inherent in an
the Securities, including the risk of loss of your entire initial
investment in the Securities, including the risk of loss of
investment.
your entire initial investment.
¨ You can tolerate a loss of al or a substantial portion of
¨ You cannot tolerate a loss of al or a substantial portion of
your Principal Amount and are wil ing to make an
your Principal Amount, and you are not wil ing to make an
investment that may have the same downside market risk
investment that may have the same downside market risk
as the Underlying.
as the Underlying.
¨ You are wil ing to hold the Securities to maturity, as set
¨ You require an investment designed to provide a ful return
forth on the cover of this pricing supplement, and accept
of principal at maturity.
that there may be little or no secondary market for the
Securities.
¨ You are unable or unwil ing to hold the Securities to
maturity, as set forth on the cover of this pricing
¨ You understand and accept the risks associated with the
supplement, or you seek an investment for which there wil
Underlying.
be an active secondary market.
¨ You believe the Underlying wil appreciate over the term of
¨ You do not understand and accept the risks associated
the Securities and you are wil ing to invest in the
with the Underlying.
Securities based on the Step Return of 20.00%.
¨ You believe that the level of the Underlying wil decline
¨ You understand and accept that your potential positive
during the term of the Securities and is likely to close
return from the Contingent Absolute Return feature is
below the Downside Threshold on the Final Valuation
limited by the Downside Threshold.
Date.
¨ You can tolerate fluctuations of the price of the Securities
¨ You are unwil ing to invest in the Securities based on the
prior to maturity that may be similar to or exceed the
Step Return of 20.00%.
downside fluctuations in the level of the Underlying.
¨ You do not understand and accept that your potential
¨ You do not seek current income from your investment and
positive return from the Contingent Absolute Return
are wil ing to forgo dividends paid on the stocks included
feature is limited by the Downside Threshold.
in the Underlying.
¨ You prefer the lower risk, and therefore accept the
¨ You are wil ing to assume our credit risk, and understand
potential y lower returns, of conventional debt securities
that if we default on our obligations you may not receive
with comparable maturities issued by us or another issuer
any amounts due to you including any repayment of
with a similar credit rating.
principal.
¨ You seek current income from your investment or prefer to
receive the dividends paid on the stocks included in the
Underlying.
¨ You are not wil ing or are unable to assume the credit risk
associated with us, for any payment on the Securities,
including any repayment of principal.
The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable
investment for you will depend on your individual circumstances, and you should reach an investment decision only
after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the Securities in light of your particular circumstances. You should also review "Key Risks" on page 5 of
this pricing supplement and "Risk Factors" beginning on page 7 of the accompanying prospectus for risks related to an
investment in the Securities. For additional information about the Underlying, see the information set forth under "The
S&P 500® Index" on page 15.
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Final Terms
Investment Timeline

Issuer
Morgan Stanley Finance LLC
The Closing Level of the
Guarantor
Morgan Stanley
Underlying (Initial Level) is
Trade
observed, the Downside Threshold
Issue Price (per
$10.00 per Security
Date
is determined and the Step Return
Security)
is set.
Principal Amount
$10.00 per Security

Term
Approximately 5 years
Underlying
S&P 500® Index
Downside Threshold
2,243.83, which is approximately 75% of the
The Final Level and Underlying
Initial Level.
Return are determined on the
Final Valuation Date.
Payment at Maturity
If the Final Level is greater than or equal to

(per Security)
the Step Barrier, MSFL wil pay you an
amount calculated as fol ows:
If the Final Level is greater than

or equal to the Step Barrier,
$10 + [$10 × (the greater of (i) the Step
MSFL wil pay you a cash payment
Return and (i ) the Underlying Return)]
per Security equal to:

If the Final Level is less than the Step
$10 + [$10 × (the greater of (i) the
Barrier and the Final Level is greater than
Step Return and (i ) the Underlying
or equal to the Downside Threshold, MSFL
Return)]
wil pay you a cash payment of:

If the Final Level is less than the
$10 + ($10 x Contingent Absolute Return)
Step Barrier and greater than or

Maturity
equal to the Downside
If the Final Level is less than the Downside
Date
Threshold on the Final Valuation
Threshold, MSFL wil pay you an amount
Date, MSFL wil pay you a cash
calculated as fol ows:
payment per Security equal to:

$10 + ($10 × Underlying Return)
$10 + (10 x Contingent Absolute

Return)
In this case, the Contingent Absolute

Return will not apply, and you will lose a
If the Final Level is less than the
significant portion or all of your Principal
Downside Threshold on the
Amount in an amount proportionate to the
Final Valuation Date, MSFL wil
negative Underlying Return.
pay you a cash payment at
maturity equal to:
Underlying Return
Final Level Initial Level

Initial Level
$10 + ($10 × Underlying Return)

Step Return
20.00%
Under these circumstances, the
Contingent Absolute Return will
Contingent Absolute
The absolute value of the Underlying

not apply, and you will lose a
Return
Return. For example, if the Underlying Return is
significant portion, and could
-5.00%, the Contingent Absolute Return wil be
lose all, of your Principal
5.00%.
Amount.
Initial Level
2,991.77, which is the Closing Level of the
Underlying on the Trade Date.
Final Level
The Closing Level of the Underlying on the Final
Valuation Date.
Step Barrier
2,991.77, which is 100% of the Initial Level
Trade Date
May 26, 2020
Settlement Date
May 29, 2020
Final Valuation Date*
May 27, 2025
Maturity Date*
May 30, 2025
CUSIP / ISIN
61769P842 / US61769P8427
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Calculation Agent
Morgan Stanley & Co. LLC
* Subject to postponement in the event of a Market Disruption Event or
for non-Index Business Days. See "Postponement of Final Valuation
Date and Maturity Date" under "Additional Terms of the Securities."

INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL
AMOUNT. ANY PAYMENT ON THE SECURITIES IS SUBJECT TO OUR CREDITWORTHINESS. IF WE WERE TO DEFAULT
ON OUR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES
AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
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Key Risks
An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but
we urge you to also read the "Risk Factors" section of the accompanying 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 any return of principal The terms of the Securities differ from those of ordinary debt
securities in that MSFL is not necessarily obligated to repay any of the Principal Amount at maturity. If the Final Level is less
than the Downside Threshold (which is 75% of the Initial Level), the Contingent Absolute Return wil not apply, you wil be
exposed to the ful negative Underlying Return and the payout owed at maturity by MSFL wil be an amount in cash that is at
least 25% less than the $10 Principal Amount of each Security, resulting in a loss proportionate to the decrease in the value
of the Underlying from the Initial Level to the Final Level. There is no minimum payment at maturity on the Securities, and,
accordingly, you could lose al of your Principal Amount in the Securities
¨ You may incur a loss on your investment if you sell your Securities prior to maturity The Downside Threshold is
observed on the Final Valuation Date, the Contingent Absolute Return and any contingent repayment of principal apply only
at maturity. If you are able to sel your Securities in the secondary market prior to maturity, you may have to sel them at a
loss relative to your initial investment even if the Closing Level of the Underlying is above the Downside Threshold at that
time.
¨ The Step Return applies only if you hold the Securities to maturity  You should be wiling to hold your Securities to
maturity. If you are able to sel your Securities prior to maturity in the secondary market, the price you receive wil likely not
reflect the ful economic value of the Step Return or the Securities themselves, and the return you realize may be less than
the Underlying's return even if such return is positive. You can receive the ful benefit of the Step Return from MSFL only if
you hold your Securities to maturity.
¨ The potential for a positive return if the Underlying depreciates is limited  Any positive return on the Securities if the
Underlying depreciates wil be limited by the Downside Threshold, because the Contingent Absolute Return feature wil apply
only if the Final Level is greater than or equal to the Downside Threshold. If the Final Level is less than the Downside
Threshold, you wil not receive a Contingent Absolute Return and wil instead lose a substantial portion or al of your
investment
¨ The Securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or our credit
spreads may adversely affect the market value of the Securities You are dependent on our ability to pay al amounts
due on the Securities at maturity, if any, 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 al of your investment. As a result, the market
value of the Securities prior to maturity wil be affected by changes in the market's view of our creditworthiness. Any actual
or anticipated decline in our credit ratings or increase in our 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 will have no independent assets As a finance
subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and wil 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 wil be limited to those
available under the related guarantee by Morgan Stanley and that guarantee wil rank pari passu with al other unsecured,
unsubordinated obligations of Morgan Stanley. Holders wil 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.

¨ The Securities do not pay interest MSFL wil not pay any interest with respect to the Securities over the term of the
Securities.
¨ The market price of the Securities may 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 (if at al ), including:

o
the value of the Underlying at any time,

o
the volatility (frequency and magnitude of changes in value) of the Underlying,

o
dividend rates on the securities included in the Underlying,

o
interest and yield rates in the market,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlying or
stock markets general y and which may affect the Final Level,
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o
the time remaining until the Securities mature, and

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

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Some or al of these factors wil influence the terms of the Securities at the time of issuance and the price that you wil receive
if you are able to sel your Securities prior to maturity, as the Securities are comprised of both a debt component and a
performance-based component linked to the Underlying, and these are the types of factors that also general y affect the
values of debt securities and derivatives linked to the Underlying. General y, the longer the time remaining to maturity, the
more the market price of the Securities wil be affected by the other factors described above. For example, you may have to
sel your Securities at a substantial discount from the principal amount of $10 per Security if the value of the Underlying at the
time of sale is at, below or moderately above its Initial Level, and especial y if it is near or below the Downside Threshold, or
if market interest rates rise. You cannot predict the future performance of the Underlying based on its historical performance.

t The probability that the Final Level will be less than the Downside Threshold will depend on the volatility of the
Underlying "Volatility" refers to the frequency and magnitude of changes in the level of the Underlying. Higher expected
volatility with respect to the Underlying as of the Trade Date general y indicates a greater chance as of that date that the
Final Level wil be less than the Downside Threshold, which would result in a loss of a significant portion or al of your
investment at maturity. However, the Underlying's volatility can change significantly over the term of the Securities. The level
of the Underlying could fal sharply, resulting in a significant loss of principal. You should be wil ing to accept the downside
market risk of the Underlying and the potential loss of a significant portion or al of your investment at maturity.
¨ The amount payable on the Securities is not linked to the level of the Underlying at any time other than the Final
Valuation Date The Final Level wil be based on the Closing Level of the Underlying on the Final Valuation Date, subject to
postponement for non-Index Business Days and certain Market Disruption Events. Even if the level of the Underlying
appreciates prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may be
significantly less than it would have been had the Payment at Maturity been linked to the level of the Underlying prior to such
drop. Although the actual level of the Underlying on the stated Maturity Date or at other times during the term of the
Securities may be higher than the Final Level, the Payment at Maturity wil be based solely on the Closing Level of the
Underlying on the Final Valuation Date as compared to the Initial Level.
¨ Investing in the Securities is not equivalent to investing in the Underlying or the stocks composing the Underlying
Investing in the Securities is not equivalent to investing in the Underlying or the stocks that constitute the Underlying.
Investors in the Securities wil not have voting rights or rights to receive dividends or other distributions or any other rights
with respect to the stocks that constitute the Underlying. Additional y, the Underlying is not a "total return" Underlying, which,
in addition to reflecting the market prices of the stocks that constitute the Underlying, would also reflect dividends paid on
such stocks. The return on the Securities wil not include such a total return feature.
¨ The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of
costs associated with issuing, selling, structuring and hedging the Securities in the Issue Price reduce the
economic terms of the Securities, cause the estimated value of the Securities to be less than the Issue Price and will
adversely affect secondary market prices Assuming no change in market conditions or any other relevant factors, the
prices, if any, at which dealers, including MS & Co., may be wil ing to purchase the Securities in secondary market
transactions wil likely be significantly lower than the Issue Price, because secondary market prices wil exclude the issuing,
sel ing, structuring and hedging-related costs that are included in the Issue Price and borne by you and because the
secondary market prices wil 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 wel as other factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Securities in the Issue Price and the lower rate we
are wil ing 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, sel ing, structuring and hedging the Securities are not ful y deducted
upon issuance, for a period of up to 12 months fol owing the Settlement 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, 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 wil also be reflected in your brokerage account statements.

¨ The estimated value of the Securities is determined by reference to our pricing and valuation models, which may
differ from those of other dealers and is not a maximum or minimum secondary market price 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 Trade Date does not
represent a minimum or maximum price at which dealers, including MS & Co., would be wil ing 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 pricing
supplement wil vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "The market price of the Securities may be influenced by many unpredictable
factors" above.

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