Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
December 08 2016 - 4:49PM
Edgar (US Regulatory)
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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