Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 25 2016 - 3:39PM
Edgar (US Regulatory)
October
2016
Pricing
Sheet dated October 21, 2016 relating to
Preliminary
Terms No. 1,114 dated October 13, 2016
Registration
Statement Nos. 333-200365; 333-200365-12
Filed
pursuant to Rule 433
M
organ
S
tanley
F
inance
LLC
Structured
Investments
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities
due April 26, 2017
Based on the Performance of the Common Stock
of American Airlines Group Inc.
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
PRICING TERMS – October 21, 2016
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Underlying stock:
|
American Airlines Group Inc. common stock
|
Aggregate principal amount:
|
$2,411,360
|
Stated principal amount:
|
$10 per security
|
Issue price:
|
$10 per security
|
Pricing date:
|
October 21, 2016
|
Original issue date:
|
October 26, 2016 (3 business days after the pricing date)
|
Maturity date:
|
April 26, 2017
|
Early redemption:
|
If, on any of the first five determination dates, the determination closing price of the underlying stock is
greater than or equal to
the initial share price, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date. No further payments will be made on the securities once they have been redeemed.
|
Early redemption payment:
|
The early redemption payment will be an amount equal to (i) the stated principal amount
plus
(ii) the contingent monthly 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 monthly coupon:
|
·
If, on any determination date, the determination closing price or the final share price, as applicable, is greater than
or equal to the downside threshold price, we will pay a contingent monthly coupon at an annual rate of 10.85% (corresponding to
approximately $0.0904 per month 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 monthly coupon will be paid with respect to that determination date.
|
Determination dates:
|
November 21, 2016, December 21, 2016, January 23, 2017, February 21, 2017, March 21, 2017 and April 21, 2017, subject to postponement for non-trading days and certain market disruption events. We also refer to April 21, 2017 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 monthly coupon, if any, with respect to the final determination date will be made on the maturity date.
|
Payment at maturity:
|
·
If
the final share price is
greater than or equal to
the downside threshold price:
·
If the final share price is
less than
the downside threshold price:
|
(i) the stated principal amount
plus
(ii) the
contingent monthly coupon with respect to the final determination date
(i) the stated principal amount
multiplied by
(ii)
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:
|
$29.925, which is equal to 75% of the initial share price
|
Initial share price:
|
$39.90, 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:
|
61766F342
|
ISIN:
|
US61766F3423
|
Listing:
|
The securities will not be listed on any securities exchange.
|
Agent:
|
Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms.
|
Estimated value on the pricing date:
|
$9.827 per security. See “Investment Summary” in the accompanying preliminary terms.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions and fees
|
Proceeds to us
(3)
|
Per security
|
$10
|
$0.075
(1)
|
|
|
|
$0.05
(2)
|
$9.875
|
Total
|
$2,411,360
|
$30,142
|
$2,381,218
|
|
|
|
|
|
|
|
(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 $0.075
for each security they sell. For additional information, see “Supplemental information
regarding plan of distribution; conflicts of interest” in the accompanying preliminary
terms and “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”
in the accompanying preliminary terms.
|
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 preliminary
terms describing the offering and the related product supplement and prospectus, each of which can be accessed via the hyperlinks
below.
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.
Preliminary Terms No. 1,114 dated October 13, 2016
Product Supplement for Auto-Callable Securities dated February 29, 2016
Prospectus dated February 16, 2016
MSFL and
Morgan Stanley have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration statement and other documents MSFL and Morgan
Stanley have filed with the SEC for more complete information about MSFL, Morgan Stanley and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
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