Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 25 2016 - 5:04PM
Edgar (US Regulatory)
October
2016
Pricing Sheet dated October 21,
2016 relating to
Preliminary Pricing Supplement
No. 1,109 dated October 11, 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
Securities due October 26, 2023
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold
Features Linked to the S&P 500
®
Index
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 index:
|
S&P 500
®
Index
|
Aggregate principal amount:
|
$7,019,000
|
Stated
principal amount:
|
$1,000 per security
|
Issue
price:
|
$1,000 per security
|
Pricing
date:
|
October 21, 2016
|
Original
issue date:
|
October 26, 2016 (3 business days after the pricing date)
|
Maturity date:
|
October 26, 2023
|
Contingent quarterly coupon:
|
·
If,
on any determination date, the index closing value on such date is
greater than or equal to
the coupon barrier level, we
will pay a contingent quarterly coupon at an annual rate of 6.00% (corresponding to approximately $15.00 per quarter per security)
on the related contingent coupon payment date.
·
If,
on any determination date, the index closing value on such date is
less than
the coupon barrier level, no contingent quarterly
coupon will be paid with respect to that determination date.
|
Payment at maturity:
|
·
If the final index value is
greater than or equal to
the downside threshold level:
|
the stated principal amount
and
, if the final index value is also greater than or equal to the coupon barrier level, the contingent quarterly coupon with respect to the final determination date
|
|
·
If the final index value is
less than
the downside threshold level:
|
(i) the stated principal amount
multiplied by
(ii) the index performance factor
|
Index performance factor:
|
The final index value
divided by
the initial index value.
|
Coupon barrier level:
|
1,605.87, which is equal to 75% of the initial index value
|
Downside threshold level:
|
1,327.519, which is equal to approximately 62% of the initial index value
|
Initial index value:
|
2,141.16, which is the index closing value of the underlying index on the pricing date
|
Final index value:
|
The index closing value of the underlying index on the final determination date
|
Determination
dates:
|
Quarterly. See “Determination Dates and Contingent Coupon Payment Dates” below. The determination dates are subject to postponement due to non-index business days or certain market disruption events. See “Additional Information About the Securities—Additional Provisions—Postponement of determination dates” in the accompanying preliminary pricing supplement.
|
Contingent
coupon payment dates:
|
Quarterly. See “Determination Dates and Contingent Coupon Payment Dates” and “Additional Information about the Securities—Additional Provisions—Postponement of contingent coupon payment dates and maturity date” in the accompanying preliminary pricing supplement.
|
CUSIP / ISIN:
|
61768CAX5 / US61768CAX56
|
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 pricing supplement.
|
Estimated value on the pricing
date:
|
$940.90 per security. See “Investment Summary” in the accompanying preliminary pricing supplement.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions and fees
|
Proceeds to us
(3)
|
Per security
|
$1,000
|
$30
(1)
|
|
|
|
$5
(2)
|
$965
|
Total
|
$7,019,000
|
$245,665
|
$6,773,335
|
|
|
|
|
|
|
(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 $30 for each security they sell. For additional information, see
“Supplemental information regarding plan of distribution; conflicts of interest”
in the accompanying preliminary pricing supplement and “Plan of Distribution (Conflicts
of Interest)” in the accompanying prospectus supplement.
|
|
(2)
|
Reflects
a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates
of $5 for each security.
|
|
(3)
|
See
“Use of proceeds and hedging” in the accompanying preliminary pricing supplement.
|
“Standard &
Poor’s
®
,” “S&P
®
,” “S&P 500
®
,” “Standard
& Poor’s 500” and “500” are trademarks of Standard & Poor’s Financial Services LLC (“S&P”)
and have been licensed for use by Morgan Stanley. The securities are not sponsored, endorsed, sold or promoted by S&P, and
S&P makes no representation regarding the advisability of investing in the securities.
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
pricing supplement describing the offering and the related prospectus supplement, index supplement and prospectus, each of which
can be accessed via the hyperlinks below.
References to “we,”
“us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context
requires.
Preliminary
Pricing Supplement No. 1,109 dated October 11, 2016
Prospectus
Supplement dated February 16, 2016
Index
Supplement 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.
Determination Dates and Contingent
Coupon Payment Dates
Determination Dates
|
Contingent Coupon Payment Dates
|
1/23/2017
|
1/26/2017
|
4/21/2017
|
4/26/2017
|
7/21/2017
|
7/26/2017
|
10/23/2017
|
10/26/2017
|
1/22/2018
|
1/25/2018
|
4/23/2018
|
4/26/2018
|
7/23/2018
|
7/26/2018
|
10/22/2018
|
10/25/2018
|
1/22/2019
|
1/25/2019
|
4/22/2019
|
4/25/2019
|
7/22/2019
|
7/25/2019
|
10/21/2019
|
10/24/2019
|
1/21/2020
|
1/24/2020
|
4/21/2020
|
4/24/2020
|
7/21/2020
|
7/24/2020
|
10/21/2020
|
10/26/2020
|
1/21/2021
|
1/26/2021
|
4/21/2021
|
4/26/2021
|
7/21/2021
|
7/26/2021
|
10/21/2021
|
10/26/2021
|
1/21/2022
|
1/26/2022
|
4/21/2022
|
4/26/2022
|
7/21/2022
|
7/26/2022
|
10/21/2022
|
10/26/2022
|
1/23/2023
|
1/26/2023
|
4/21/2023
|
4/26/2023
|
7/21/2023
|
7/26/2023
|
10/23/2023 (final determination date)
|
10/26/2023 (maturity date)
|
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