Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 03 2016 - 4:57PM
Edgar (US Regulatory)
April, 2016
Pricing Sheet dated April 29, 2016 relating to
Preliminary
Terms No. 877 dated April 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 International Equities
Trigger PLUS Based on the Value of the EURO
STOXX 50
®
Index due May 5, 2022
Trigger Performance Leveraged Upside Securities
SM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
PRICING Terms – APRIL 29,
2016
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Maturity date:
|
May 5, 2022
|
Underlying index:
|
EURO STOXX 50
®
Index
|
Aggregate principal amount:
|
$8,175,690
|
Payment at maturity:
|
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 35%,
and possibly all, of your investment.
|
Leveraged upside payment:
|
$10 × leverage factor × index percent increase
|
Leverage factor:
|
190%
|
Index percent increase:
|
(final index value – initial index value) / initial
index value
|
Index performance factor:
|
final index value
divided
by the initial index
value
|
Initial index value:
|
3,028.21, which is the index closing value on the pricing
date
|
Final index value:
|
The index closing value on the valuation date
|
Trigger level:
|
1,968.337, which is approximately 65% of the initial
index value
|
Valuation date:
|
April 29, 2022, subject to adjustment for non-index
business days and certain market disruption events
|
Stated principal amount:
|
$10 per Trigger PLUS
|
Issue price:
|
$10 per Trigger PLUS (see “Commissions and issue
price” below)
|
Pricing date:
|
April 29, 2016
|
Original issue date:
|
May 5, 2016 (4 business days after the pricing date)
|
CUSIP / ISIN:
|
61766B283 / US61766B2833
|
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:
|
$9.760 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
|
$8,175,690
|
$286,149.15
|
$7,889,540.85
|
|
|
|
|
|
|
(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.
|
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.
References to “we,” “us,” and “our”
refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
“EURO
STOXX
®
” and “STOXX
®
” are registered trademarks of STOXX Limited and have been licensed
for use for certain purposes by Morgan Stanley
. The Trigger PLUS
are
not sponsored, endorsed, sold or promoted by STOXX Limited, and STOXX Limited makes no representation regarding the advisability
of investing in the Trigger PLUS.
Preliminary
Terms No. 877 dated April 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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