Obligation Morgan Stanley Financial 0% ( US61770G8805 ) en USD

Morgan Stanley Financial

100 % ⇌

Etas-Unis

US61770G8805 ( en USD )

05/10/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61770G8805 en USD 0%, échue

1 000 USD

6 502 000 USD

61770G880

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 US61770G8805, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/10/2022

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770G8805, a été notée NR par l'agence de notation Moody's.

4/3/2020
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424B2 1 dp125439_424b2-ps3654.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
$6,501,690

$843.92
Securities due 2022

March 2020
Pricing Supplement No. 3,654
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 31, 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 S&P 500® Index due October 5, 2022
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 10%
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. At maturity, if the underlying index has
appreciated in value, investors wil receive the stated principal amount of their investment plus leveraged upside performance
of the underlying index, subject to the maximum payment at maturity. If the underlying index has depreciated in value, but the
underlying index has not declined by more than the specified buffer amount, the Buffered PLUS wil redeem for par. However,
if the underlying index has declined by more than the buffer amount, investors wil lose 1% for every 1% decline beyond the
specified buffer amount, subject to the minimum payment at maturity of 10% of the stated principal amount. Investors may
lose up to 90% of the stated principal amount of the Buffered PLUS. The Buffered PLUS are for investors who seek an equity
index-based return and who are wil ing to risk their principal and forgo current income and upside above the maximum
payment at maturity in exchange for the leverage and buffer features that in each case apply to a limited range of
performance of the 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:
October 5, 2022
Underlying index:
S&P 500® Index
Aggregate principal amount: $6,501,690
Payment at maturity per
If the final index value is greater than the initial index value:
Buffered PLUS:
$10 + leveraged upside payment
In no event wil the payment at maturity exceed the maximum payment at maturity
If the final index value is less than or equal to the initial index value but has decreased from
the initial index value by an amount less than or equal to the buffer amount of 10%:
$10
If the final index value is less than the initial index value and has decreased from the initial
index value by an amount greater than the buffer amount of 10%:
($10 x the index performance factor) + $1
Under these circumstances, the payment at maturity wil be less than the stated principal
amount of $10. However, under no circumstances wil the Buffered PLUS pay less than $1.00
per Buffered PLUS at maturity.
Leveraged upside payment: $10 × leverage factor × index percent increase
Index percent increase:
(final index value initial index value) / initial index value
Initial index value:
2,584.59, which is the index closing value on the pricing date
Final index value:
The index closing value on the valuation date
Valuation date:
September 30, 2022, subject to postponement for non-index business days and certain
market disruption events
Leverage factor:
200%
Buffer amount:
10%. As a result of the buffer amount of 10%, the value at or above which the underlying
index must close on the valuation date so that investors do not suffer a loss on their initial
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investment in the Buffered PLUS is 2,326.131, which is 90% of the initial index value.
Minimum payment at
$1.00 per Buffered PLUS (10% of the stated principal amount)
maturity:
Index performance factor:
Final index value divided by the initial index value
Maximum payment at
$12.70 per Buffered PLUS (127.00% of the stated principal amount)
maturity:
Stated principal amount:
$10 per Buffered PLUS
Issue price:
$10 per Buffered PLUS (see "Commissions and issue price" below)
Pricing date:
March 31, 2020
Original issue date:
April 3, 2020 (3 business days after the pricing date)
CUSIP:
61770G880
ISIN:
US61770G8805
Listing:
The Buffered PLUS 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
$9.45 per Buffered PLUS. 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 Buffered PLUS
$10
$0.25(1)

$0.05(2)
$9.70
Total
$6,501,690
$195,050.70
$6,306,639.30

(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors wil
col ectively receive from the agent, MS & Co., a fixed sales commission of $0.25 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) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each
Buffered PLUS.
(3) See "Use of proceeds and hedging" on page 13.
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.
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 S&P 500® Index due October 5, 2022
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 S&P 500® Index due October 5, 2022 (the "Buffered PLUS") can be used:
§ As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive
performance of the underlying index, subject to the maximum payment at maturity
§ To enhance returns and potentialy outperform the underlying index in a moderately bulish scenario
§ To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum
payment at maturity, while using fewer dol ars by taking advantage of the leverage factor
§ To obtain a buffer against a specified level of negative performance in the underlying index

Maturity:
Approximately 2 years and 6 months
Leverage factor:
200%
Maximum payment at
$12.70 per Buffered PLUS (127.00% of the stated principal
maturity:
amount)
Buffer amount:
10%, with 1-to-1 downside exposure below the buffer
Minimum payment at
$1.00 per Buffered PLUS (10% of the stated principal
maturity:
amount). Investors may lose up to 90% of the stated principal
amount of the Buffered PLUS.
Coupon:
None

The original issue price of each Buffered PLUS is $10. 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 $10. We estimate that the value of each Buffered PLUS on the pricing date is $9.45.

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 index. The estimated value of the Buffered PLUS is
determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying index,
instruments based on the underlying index, 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?

In determining the economic terms of the Buffered PLUS, including the leverage factor, the maximum payment at maturity, 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?
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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 index, 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 index, 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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Morgan Stanley Finance LLC

Buffered PLUS Based on the Value of the S&P 500® Index due October 5, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

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 S&P 500® Index due October 5, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Key Investment Rationale

The Buffered PLUS offer leveraged upside exposure to the underlying index, subject to the maximum payment at maturity,
while providing limited protection against negative performance of the underlying index. Once the underlying index has
decreased in value by more than the specified buffer amount, investors are exposed to the negative performance of the
underlying index, subject to the minimum payment at maturity. At maturity, if the underlying index has appreciated, investors
wil receive the stated principal amount of their investment plus leveraged upside performance of the underlying index, subject
to the maximum payment at maturity. At maturity, if the underlying index has depreciated and (i) if the final index value of the
underlying index has not declined from the initial index value by more than the specified buffer amount, the Buffered PLUS wil
redeem for par, or (i ) if the final index value of the underlying index has declined by more than the buffer amount, the investor
wil lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity. Investors
may lose up to 90% of the stated principal amount of the Buffered PLUS.

Leveraged Performance The Buffered PLUS offer investors an opportunity to capture enhanced returns for a certain
range of positive performance relative to a direct investment in the underlying index.
Upside Scenario
The underlying index increases in value, and, at maturity, the Buffered PLUS redeem for the
stated principal amount of $10 plus 200% of the index percent increase, subject to the maximum
payment at maturity of $12.70 per Buffered PLUS (127.00% of the stated principal amount).
Par Scenario
The underlying index declines in value by no more than 10%, and, at maturity, the Buffered
PLUS redeem for the stated principal amount of $10.
Downside Scenario
The underlying index declines in value by more than 10%, and, at maturity, the Buffered PLUS
redeem for less than the stated principal amount by an amount that is proportionate to the
percentage decrease of the underlying index from the initial index value, plus the buffer amount
of 10%. (Example: if the underlying index decreases in value by 35%, the Buffered PLUS wil
redeem for $7.50, or 75% of the stated principal amount.) The minimum payment at maturity is
$1 per Buffered PLUS.
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Morgan Stanley Finance LLC

Buffered PLUS Based on the Value of the S&P 500® Index due October 5, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

How the Buffered PLUS Work

Payoff Diagram

The payoff diagram below il ustrates the payment at maturity on the Buffered PLUS based on the fol owing terms:

Stated principal amount:
$10 per Buffered PLUS
Leverage factor:
200%
Buffer amount:
10%
Maximum payment at
$12.70 per Buffered PLUS (127.00% of the stated principal
maturity:
amount)
Minimum payment at
$1 per Buffered PLUS
maturity:

Buffered PLUS Payoff Diagram

How it works
§ Upside Scenario. If the final index value is greater than the initial index value, investors wil receive the $10 stated
principal amount plus 200% of the appreciation of the underlying index over the term of the Buffered PLUS, subject to the
maximum payment at maturity. Under the terms of the Buffered PLUS, an investor wil realize the maximum payment at
maturity of $12.70 per Buffered PLUS (127.00% of the stated principal amount) at a final index value of 113.50% of the initial
index value.

§ If the underlying index appreciates 2%, the investor would receive a 4% return, or $10.40 per Buffered PLUS.

§ If the underlying index appreciates 40%, the investor would receive only the maximum payment at maturity of $12.70
per Buffered PLUS, or 127.00% of the stated principal amount.

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§ Par Scenario. If the final index value is less than or equal to the initial index value but has decreased from the initial index
value by an amount less than or equal to the buffer amount of 10%, investors wil receive the stated principal amount of
$10 per Buffered PLUS.

§ If the underlying index depreciates 5%, investors wil receive the $10 stated principal amount.
§ Downside Scenario. If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 10%, investors wil receive an amount that is less than the stated
principal amount

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Morgan Stanley Finance LLC

Buffered PLUS Based on the Value of the S&P 500® Index due October 5, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

by an amount that is proportionate to the percentage decrease of the value of the underlying index from the initial index
value, plus the buffer amount of 10%. The minimum payment at maturity is $1 per Buffered PLUS.
§ For example, if the underlying index depreciates 40%, investors would lose 30% of their principal and receive only $7
per Buffered PLUS at maturity, or 70% of the stated principal amount.

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Morgan Stanley Finance LLC

Buffered PLUS Based on the Value of the S&P 500® Index due October 5, 2022
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities

Risk Factors

The fol owing is a non-exhaustive list of certain key risk factors for investors in the Buffered PLUS. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for PLUS,
index supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in
connection with your investment in the Buffered PLUS.
§ Buffered PLUS do not pay interest and provide a minimum payment at maturity of only 10% of your principal. The
terms of the Buffered PLUS differ from those of ordinary debt securities in that the Buffered PLUS do not pay interest, and
provide a minimum payment at maturity of only 10% of the stated principal amount of the Buffered PLUS, subject to our
credit risk. If the final index value is less than 90% of the initial index value, you wil receive for each Buffered PLUS that
you hold a payment at maturity that is less than the stated principal amount of each Buffered PLUS by an amount
proportionate to the decline in the closing value of the underlying index from the initial index value, plus $1 per Buffered
PLUS. Accordingly, investors may lose up to 90% of the stated principal amount of the Buffered PLUS.
§ The appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity. The appreciation
potential of the Buffered PLUS is limited by the maximum payment at maturity of $12.70 per Buffered PLUS, or 127.00%
of the stated principal amount. Although the leverage factor provides 200% exposure to any increase in the final index
value over the initial index value, because the payment at maturity wil be limited to 127.00% of the stated principal
amount for the Buffered PLUS, any increase in the final index value over the initial index value by more than 13.50% of
the initial index value wil not further increase the return on the Buffered PLUS.
§ The market price of the Buffered PLUS will be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, wil influence the value of the Buffered PLUS in the secondary market and the price at
which MS & Co. may be wil ing to purchase or sel the Buffered PLUS in the secondary market, including the value,
volatility (frequency and magnitude of changes in value) and dividend yield of the underlying index, interest and yield rates
in the market, time remaining until the Buffered PLUS mature, geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the underlying index or equities markets general y and which may affect the final
index value of the underlying index and any actual or anticipated changes in our credit ratings or credit spreads. The
value of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility
wil lessen. See "S&P 500® Index Overview" below. You may receive less, and possibly significantly less, than the stated
principal amount per Buffered PLUS if you try to sel your Buffered PLUS prior to maturity.
§ The Buffered PLUS are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
credit spreads may adversely affect the market value of the Buffered PLUS. You are dependent on our ability to pay
al amounts due on the Buffered PLUS at maturity and therefore you are subject to our credit risk. If we default on our
obligations under the Buffered PLUS, your investment would be at risk and you could lose some or al of your investment.
As a result, the market value of the Buffered PLUS 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 the credit spreads charged by the
market for taking our credit risk is likely to adversely affect the market value of the Buffered PLUS.
§ 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 amount payable on the Buffered PLUS is not linked to the value of the underlying index at any time other
than the valuation date. The final index value wil be based on the index closing value on the valuation date, subject to
postponement for non-index business days and certain market disruption events. Even if the value of the underlying index
appreciates prior to the valuation date but then drops by the valuation date by more than 10% of the initial index value, the
payment at maturity wil be less, and may be significantly less, than it would have been had the payment at maturity been
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