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US61770FWG70 ( en USD )

28/03/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FWG70 en USD 0%, échue

1 000 USD

2 644 000 USD

61770FWG7

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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 Morgan Stanley Finance (ISIN : US61770FWG70, CUSIP : 61770FWG7), émise aux États-Unis pour un montant total de 2 644 000 USD, avec un prix actuel de marché à 100%, offre un taux d'intérêt de 0%, une maturité fixée au 28 mars 2025, une taille minimale d'achat de 1 000 USD et une fréquence de paiement semestrielle, sans notation Moody's.

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424B2 1 dp124779_424b2-ps3693.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Buffered Performance Leveraged Upside
$2,644,000

$343.19
Securities due 2025

March 2020
Pricing Supplement No. 3,693
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 25, 2020
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM
and the S&P 500® Index due March 28, 2025
Buffered Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Buffered PLUS are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are ful y and unconditional y
guaranteed by Morgan Stanley. The Buffered PLUS wil pay no interest, provide a minimum payment at maturity of only
30% of the stated principal amount and have the terms described in the accompanying product supplement for PLUS,
index supplement and prospectus, as supplemented or modified by this document. The payment at maturity on the
Buffered PLUS wil be based on the value of the worst performing of the Dow Jones Industrial AverageSM and the S&P
500® Index. At maturity, if the final index value of each underlying index is greater than its respective initial index value,
investors wil receive the stated principal amount of their investment plus leveraged upside performance of the worst
performing underlying index. If the final index value of either underlying index is less than or equal to its respective initial
index value, but the final index value of each underlying index is greater than or equal to 70% of its respective initial
index value, meaning that neither underlying index has decreased from its initial index value by an amount greater than
the buffer amount of 30%, investors wil receive the stated principal amount of their investment. However, if the final index
value of either underlying index is less than 70% of its respective initial index value, meaning that either underlying index
has decreased from its respective initial index value by an amount greater than the buffer amount of 30%, investors wil
lose 1% for every 1% decline in the worst performing underlying index beyond the specified buffer amount, subject to the
minimum payment at maturity of 30% of the stated principal amount. Investors may lose up to 70% of the stated principal
amount of the Buffered PLUS. Because the payment at maturity of the Buffered PLUS is based on the worst performing of
the underlying indices, a decline in either underlying index by an amount greater than the buffer amount wil result in a
loss, and potential y a significant loss, of your investment even if the other underlying index has appreciated or has not
declined as much. These long-dated Buffered PLUS are for investors who seek an equity index-based return and who are
wil ing to risk their principal, risk exposure to the worst performing of two underlying indices and forgo current income in
exchange for the leverage and buffer features that in each case apply to a limited range of performance of the worst
performing underlying index. The Buffered PLUS are notes 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 Buffered PLUS 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
Maturity date:
March 28, 2025
Underlying indices:
Dow Jones Industrial AverageSM (the "INDU Index") and the S&P 500® Index (the
"SPX Index")
Aggregate principal amount:
$2,644,000
Payment at maturity:
If the final index value of each underlying index is greater than its respective initial
index value,

$1,000 + ($1,000 × leverage factor × index percent change of the worst performing
underlying index)

If the final index value of either underlying index is less than or equal to its respective
initial index value but the final index value of each underlying index is greater than or
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equal to 70% of its respective initial index value, meaning that neither underlying index
has decreased from its initial index value by an amount greater than the buffer amount
of 30%,

$1,000
If the final index value of either underlying index is less than 70% of its respective

initial index value, meaning that either underlying index has decreased from its
respective initial index value by an amount greater than the buffer amount of 30%,

($1,000 × index performance factor of the worst performing underlying index) +
$300
Under these circumstances, the payment at maturity wil be less than the stated

principal amount of $1,000. However, under no circumstances wil the Buffered PLUS
pay less than $300 per Buffered PLUS at maturity.
Index percent change:
With respect to each underlying index, (final index value initial index value) / initial
index value
Worst performing underlying
The underlying index with the lesser index percent change
index:
Index performance factor:
With respect to each underlying index, final index value / initial index value
Initial index value:
With respect to the INDU Index, 21,200.55, which is the index closing value of such
index on the pricing date

With respect to the SPX Index, 2,475.56, 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
valuation date
Valuation date:
March 25, 2025, subject to adjustment for non-index business days and certain market
disruption events
Minimum payment at maturity:
$300 per Buffered PLUS (30% of the stated principal amount)
Leverage factor:
150%
Buffer amount:
30%. As a result of the buffer amount of 30%, the values at or above which the
underlying indices must close on the valuation date so that investors do not suffer a
loss on their initial investment in the Buffered PLUS are as fol ows:
With respect to the INDU Index, 14,840.385, which is 70% of its initial index value
With respect to the SPX Index, 1,732.892, which is 70% of its initial index value
Stated principal amount:
$1,000 per Buffered PLUS
Issue price:
$1,000 per Buffered PLUS
Pricing date:
March 25, 2020
Original issue date:
March 30, 2020 (3 business days after the pricing date)
CU
C S
U I
S P
I / ISIN:
61770FWG7 / US61770FWG70
Listing:
The Buffered PLUS wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y owned subsidiary of Morgan Stanley
and an affiliate of MSFL. See "Supplemental information regarding plan of distribution;
conflicts of interest."
Estimated value on the pricing
$947.50 per Buffered PLUS. See "Investment Summary" on page 2.
date:
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to us(2)
Per Buffered PLUS
$1,000
$6.25
$993.75
Total
$2,644,000
$16,525
$2,627,475
(1) Selected dealers and their financial advisors wil col ectively receive from the agent, MS & Co., a fixed sales
commission of $6.25 for each Buffered PLUS they sel . 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 for PLUS.
(2) See "Use of proceeds and hedging" on page 17.
The Buffered PLUS 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 Buffered PLUS 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, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Terms of the Buffered PLUS"
and "Additional Information About the Buffered PLUS" at the end of this document.
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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 PLUS dated November 16, 2017 Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM
Index and the S&P 500® Index due March 28, 2025
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Investment Summary

Buffered Performance Leveraged Upside Securities

Principal at Risk Securities

The Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM and the S&P
500® Index due March 28, 2025 (the "Buffered PLUS") can be used:
§ To gain exposure to the worst performing of two U.S. equity indices
§ To potentialy outperform the worst performing of the Dow Jones Industrial AverageSM and the S&P 500® Index by
taking advantage of the leverage factor
§ To obtain a buffer against a specified level of negative performance in the worst performing underlying index

If the final index value of either underlying index is less than 70% of its respective initial index value, investors wil be
negatively exposed to the decline in the worst performing underlying index beyond the buffer amount and wil lose some or
a substantial portion of their investment.

Maturity:
Approximately 5 years
Leverage factor:
150%
Minimum payment at maturity:
$300 per Buffered PLUS (30% of the stated principal
amount). Investors may lose up to 70% of the stated principal amount
of the Buffered PLUS.
Buffer amount:
30%, with 1-to-1 downside exposure to the worst performing
underlying index below the buffer
Coupon:
None
Listing:
The Buffered PLUS wil not be listed on any securities exchange

The original issue price of each Buffered PLUS is $1,000. This price includes costs associated with issuing, sel ing,
structuring and hedging the Buffered PLUS, which are borne by you, and, consequently, the estimated value of the
Buffered PLUS on the pricing date is less than $1,000. We estimate that the value of each Buffered PLUS on the pricing
date is $947.50.

What goes into the estimated value on the pricing date?

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

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In determining the economic terms of the Buffered PLUS, including the leverage factor, the buffer amount and the
minimum payment at maturity, 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 Buffered PLUS 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 Buffered
PLUS?

The price at which MS & Co. purchases the Buffered PLUS 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 Buffered PLUS 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 Buffered
PLUS 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 wil also be reflected in your brokerage account statements.

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

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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM
Index and the S&P 500® Index due March 28, 2025
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Key Investment Rationale

The Buffered PLUS offer leveraged exposure to the worst performing of the Dow Jones Industrial AverageSM and the S&P
500® Index to the extent that the final index value of each underlying index is greater than its respective initial index value.
At maturity, if the final index value of each underlying index is greater than its respective initial index value, investors wil
receive the stated principal amount of their investment plus leveraged upside performance of the worst performing
underlying index. If the final index value of either underlying index is less than or equal to its respective initial index value
but the final index value of each underlying index is greater than or equal to 70% of its respective initial index value,
investors wil receive the stated principal amount of their investment. However, if the final index value of either underlying
index is less than 70% of its respective initial index value, investors wil lose 1% for every 1% decline in the worst
performing underlying index beyond the specified buffer amount, subject to the minimum payment at maturity. Investors
may lose up to 70% of the stated principal amount of the Buffered PLUS. All payments on the Buffered PLUS are
subject to our credit risk.

Leveraged
The Buffered PLUS offer investors an opportunity to receive 150% of the positive return of the worst
Performance
performing of the underlying indices if both underlying indices have appreciated in value.
Upside Scenario if Both underlying indices increase in value, and, at maturity, the Buffered PLUS redeem for the
Both Underlying
stated principal amount of $1,000 plus 150% of the index percent change of the worst performing
Indices Appreciate underlying index.
The final index value of either underlying index is less than or equal to its respective initial index
Par Scenario
value but the final index value of each underlying index is greater than or equal to 70% of its
respective initial index value. At maturity, the Buffered PLUS redeem for the stated principal amount
of $1,000.
The final index value of either underlying index is less than 70% of its respective initial index value.
In this case, the Buffered PLUS redeem for less than the stated principal amount by an amount
proportionate to the percentage decrease of the worst performing underlying index over the term of
Downside Scenario the Buffered PLUS, plus the buffer amount of 30%. For example, if the final index value of the worst
performing underlying index is 70% less than its initial index value, the Buffered PLUS wil be
redeemed at maturity for a loss of 40% of principal at $600, or 60% of the stated principal
amount. The minimum payment at maturity is $300 per Buffered PLUS.

Because the payment at maturity of the Buffered PLUS is based on the worst performing of the underlying indices, a
decline in either underlying index to less than 70% of its respective initial index value wil result in a loss, and potential y a
significant loss, of your investment, even if the other underlying index has appreciated or has not declined as much.

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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM
Index and the S&P 500® Index due March 28, 2025
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Hypothetical Examples

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

Stated principal amount:
$1,000 per Buffered PLUS
Leverage factor:
150%
Hypothetical initial index
With respect to the INDU Index: 28,000
value:
With respect to the SPX Index: 2,700
Buffer amount:
30%

EXAMPLE 1: The final index value of each underlying index is greater than its respective initial index value.

Final index value

INDU Index: 30,800

SPX Index: 3,780
Index percent change

INDU Index: (30,800 28,000) / 28,000 = 10%
SPX Index: (3,780 2,700) / 2,700 = 40%
Payment at maturity
=
$1,000 + ($1,000 × leverage factor × index percent change of the
worst performing underlying index)

=
$1,000 + ($1,000 × 150% × 10%)

=
$1,150

In example 1, the final index values of both the INDU Index and SPX Index are greater than their initial index values. The
INDU Index has appreciated by 10% while the SPX Index has appreciated by 40%. Therefore, investors receive at maturity
the stated principal amount plus 150% of the appreciation of the worst performing underlying index, which is the INDU
Index in this example. Investors receive $1,150 per Buffered PLUS at maturity.

EXAMPLE 2: 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 neither
underlying index has decreased from its initial index value by an amount greater than the buffer amount of 30%.

Final index value

INDU Index: 39,200

SPX Index: 2,430
Index percent change

INDU Index: (39,200 28,000) / 28,000 = 40%
SPX Index: (2,430 2,700) / 2,700 = -10%
Payment at maturity
=
$1,000

In example 2, the final index value of the INDU Index is greater than its respective initial index value, while the final index
value of the SPX Index is less than its respective initial index value. The INDU Index has appreciated by 40%, while the
SPX index has declined by 10%, but neither underlying index has decreased from its initial index value by an amount
greater than the buffer amount of 30%. Therefore, investors receive at maturity the stated principal amount. Investors
receive $1,000 per Buffered PLUS at maturity.

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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 70% of its respective initial index value.

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Morgan Stanley Finance LLC
Buffered PLUS Based on the Value of the Worst Performing of the Dow Jones Industrial AverageSM
Index and the S&P 500® Index due March 28, 2025
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Final index value

INDU Index: 30,800

SPX Index: 1,350
Index percent change

INDU Index: (30,800 28,000) / 28,000 = 10%
SPX Index: (1,350 2,700) / 2,700 = -50%
Index performance factor

INDU Index: 30,800 / 28,000 = 110%
SPX Index: 1,350 / 2,700 = 50%
Payment at maturity
=
($1,000 × index performance factor of the worst performing
underlying index) + $300

=
($1,000 × 50%) + $300

=
$800

In example 3, the final index value of the INDU Index is greater than its respective initial index value, while the final index
value of the SPX Index is less than 70% of its respective initial index value. While the INDU Index has appreciated by 10%,
the SPX index has declined by 50%. Therefore, investors are exposed to the negative performance of the SPX Index,
which is the worst performing underlying index in this example, beyond the buffer amount of 30%, and receive a payment
at maturity of $800 per Buffered PLUS. In this example, investors are exposed to the negative performance of the worst
performing underlying index even though the other underlying index has appreciated in value by 10%, because the final
index value of each index is not greater than or equal to 70% of its respective initial index value.

EXAMPLE 4: The final index value of each underlying index is less than its respective initial index value, but
neither underlying index has decreased from its initial index value by an amount greater than the buffer amount of
30%.

Final index value

INDU Index: 26,600

SPX Index: 2,430
Index percent change

INDU Index: (26,600 28,000) / 28,000 = -5%
SPX Index: (2,430 2,700) / 2,700 = -10%
Payment at maturity
=
$1,000

In example 4, the final index value of each underlying index is less than its respective initial index value, but neither
underlying index has decreased from its initial index value by an amount greater than the buffer amount of 30%. The INDU
index has declined by 5% while the SPX Index has declined by 10%. Therefore, investors receive at maturity the stated
principal amount. Investors receive $1,000 per Buffered PLUS at maturity.

EXAMPLE 5: The final index value of each underlying index is less than 70% of its respective initial index value.

Final index value

INDU Index: 8,400

SPX Index: 1,080
Index percent change

INDU Index: (8,400 28,000) / 28,000 = -70%
SPX Index: (1,080 2,700) / 2,700 = -60%
Index performance factor

INDU Index: 8,400 / 28,000 = 30%

SPX Index: 1,080 / 2,700 = 40%
Payment at maturity
=
($1,000 × index performance factor of the worst performing
underlying index) + $300
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=
($1,000 × 30%) + $300

=
$600

In example 5, the final index values of both the INDU Index and the SPX Index are less than their respective initial index
values by an amount greater than the buffer amount of 30%. The INDU index has declined by 70% while the SPX Index
has declined by 60%. Therefore, investors are exposed to the negative performance of the INDU Index, which is the worst
performing underlying index in this example, beyond the buffer amount of 30%, and receive a payment at maturity of $600
per Buffered PLUS.

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