December 2016

Pricing Sheet dated December 6, 2016 relating to

Preliminary Terms No. 1,202 dated December 1, 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

 

Trigger PLUS Based on the Value of the Russell 2000 ® Index due October 13, 2022

Trigger Performance Leveraged Upside Securities SM

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

PRICING TERMS – December 6, 2016
Issuer: Morgan Stanley Finance LLC
Guarantor: Morgan Stanley
Maturity date: October 13, 2022
Underlying index: Russell 2000 ® Index
Aggregate principal amount: $8,530,000
Payment at maturity per Trigger PLUS:

If the final index value is greater than the initial index value: 

$10 + leveraged upside payment 

If the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level: 

$10 

If the final index value is less than the trigger level: 

$10 × index performance factor 

Under these circumstances, the payment at maturity will be less than the stated principal amount of $10 and will represent a loss of more than 15%, and possibly all, of your investment. 

Leveraged upside payment: $10 × leverage factor × index percent increase
Index percent increase: (final index value – initial index value) / initial index value
Initial index value: 1,352.668, which is the index closing value on the pricing date
Final index value: The index closing value on the valuation date
Trigger level 1,149.768, which is approximately 85% of the initial index value
Valuation date: October 10, 2022, subject to postponement for non-index business days and certain market disruption events
Leverage factor: 142%
Index performance factor: Final index value divided by the initial index value
Stated principal amount: $10 per Trigger PLUS
Issue price: $10 per Trigger PLUS (see “Commissions and issue price” below)
Pricing date: December 6, 2016
Original issue date: December 9, 2016 (3 business days after the pricing date)
CUSIP: 61766F672
ISIN: US61766F6723
Listing: The Trigger PLUS 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: $9.375 per Trigger PLUS.  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 Trigger PLUS $10 $0.30 (1)  
    $0.05 (2) $9.65
Total $8,530,000 $298,550 $8,231,450
         
(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 $0.30 for each Trigger PLUS 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 for PLUS.

(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each Trigger PLUS.

(3) See “Use of proceeds and hedging” in the accompanying preliminary terms.

 

“Russell 2000 ® Index” is a trademarks of Russell Investments and has been licensed for use by Morgan Stanley. The Trigger PLUS are not sponsored, endorsed, sold or promoted by Russell Investments makes no representation regarding the advisability of investing in the Trigger PLUS.

 

The Trigger 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 preliminary terms describing the offering and the related product supplement, index 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. 1,202 dated December 1, 2016

 

Product Supplement for PLUS dated February 29, 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.

 

 

 

 

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