Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 24 2017 - 4:25PM
Edgar (US Regulatory)
February 2017
Pricing Sheet dated February
22, 2017 relating to
Preliminary Terms No. 1,355 dated
February 21, 2017
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
Enhanced Buffered Jump Securities Based on the
Value of the Worst Performing of the S&P 500
®
Index and the Russell 2000
®
Index due March 29,
2021
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk Securities
PRICING TERMS – FEBRUARY 22, 2017
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Issue price:
|
$10 per security
|
Stated principal amount:
|
$10 per security
|
Pricing date:
|
February 22, 2017
|
Original issue date:
|
February 27, 2017 (3 business days after the pricing date)
|
Maturity date:
|
March 29, 2021
|
Aggregate principal amount:
|
$2,500,000
|
Interest:
|
None
|
Underlying indices:
|
The S&P 500
®
Index (the “SPX Index”) and the Russell 2000
®
Index (the “RTY Index”)
|
Payment at maturity:
|
·
If
the final index value of
each
underlying index is
greater than or equal to
its respective downside threshold value:
$10 + the upside payment
·
If
the final index value of
either
underlying index is
less than
its respective downside threshold value, meaning the
value of
either
underlying index has declined by more than the buffer amount of 20% from its respective initial index value
to its respective final index value:
$10 × (index percent
change of the worst performing underlying index + 20%)
Because the index percent change of the
worst performing underlying index will be less than -20% in this scenario, the payment at maturity will be less, and potentially
significantly less, than the stated principal amount of $10.
|
Upside payment:
|
$3.015 per security (30.15% of the stated principal amount)
|
Index percent change:
|
With respect to each underlying index, (final index value - initial index value) / initial index value
|
Worst performing underlying index:
|
The underlying index that has declined the most, meaning that it has the lesser index percent change
|
Initial index value:
|
With respect to the SPX Index, 2,362.82, which is the
index closing value of such index on the pricing date
With respect to the RTY Index, 1,403.855, which is the
index closing value of such index on the pricing date
|
Downside threshold value:
|
With respect to the SPX Index, 1,890.256, which is 80%
of the initial index value for such index
With respect to the RTY Index, 1,123.084, which is 80%
of the initial index value for such index
|
Final index value:
|
With respect to each underlying index, the arithmetic average of the index closing value on each of the averaging dates
|
Averaging dates:
|
With respect to each underlying index, each index business day on which there is no market disruption event with respect to such underlying index during the approximately 3-month period from and including December 29, 2020 to and including March 22, 2021.
|
Buffer amount:
|
20%
|
Minimum payment at maturity:
|
$2.00 per security
|
CUSIP / ISIN:
|
61766V503 / US61766V5030
|
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:
|
$9.792 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
|
$0.05
(1)
|
|
|
|
$0.05
(2)
|
$9.90
|
Total
|
$2,500,000
|
$25,000
|
$2,475,000
|
(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 $0.05 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 for Jump Securities.
(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.
“Standard & Poor’s
®
,”
“S&P
®
,” “S&P 500
®
,” “Standard & Poor’s 500”
and “500” are trademarks of Standard and Poor’s Financial Services LLC. The securities are not sponsored, endorsed,
sold or promoted by Standard and Poor’s Financial Services LLC, and Standard and Poor’s Financial Services LLC makes
no representation regarding the advisability of investing in the securities.
The “Russell
2000
®
Index” is a trademark of Russell Investments. The securities are not sponsored, endorsed, sold or promoted
by Russell Investments Russell Investments and Russell Investments 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 terms describing the offering and the related product 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
Terms No. 1,355 dated February 21, 2017
Product
Supplement for Jump Securities dated February 29, 2016
Index
Supplement dated January 30, 2017
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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