UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

  

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

MORGAN STANLEY

(Exact name of registrant as specified in its charter)

 

DELAWARE
(State of incorporation or organization) 		36-3145972
(I.R.S. Employer Identification No.)
   
1585 Broadway, New York, New York
(Address of principal executive offices) 		10036
(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:  
   

Title of Each Class to be so Registered 

Name of Each Exchange on Which
Each Class is to be Registered
Depositary Shares, each representing 1/1,000th of a share of 4.250% Non-Cumulative Preferred Stock,
Series O 		New York Stock Exchange
   

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [x]:

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [ ]

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-250103

 

Securities to be registered pursuant to Section 12(g) of the Act:   None
 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the 4.250% Non-Cumulative Preferred Stock, Series O, par value $0.01 per share and liquidation preference $25,000 per share (the “Series O Preferred Stock”) of Morgan Stanley (the “Registrant”) and the description of the Registrant’s Depositary Shares, each representing 1/1,000th ownership interest in a share of Series O Preferred Stock, each to be registered hereunder, is contained in the sections captioned (i) “Description of Series O Preferred Stock” and “Description of Depositary Shares,” each in the Registrant’s Prospectus Supplement, dated October 18, 2021, to the Registrant’s Prospectus, dated November 16, 2020 (the “Prospectus”), included in the Registrant’s registration statement on Form S-3 (File No. 333-250103) and (ii) “Description of Capital Stock” in the Prospectus, and all those sections are incorporated herein by reference.

 

Item 2. Exhibits.
   
2.1 Amended and Restated Certificate of Incorporation of Morgan Stanley, as amended to date, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 3, 2021 (No. 001-11758).
2.2 Amended and Restated Bylaws of Morgan Stanley, as amended to date, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 29, 2015 (No. 001-11758).
2.3 Certificate of Designation, establishing the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of the Series O Preferred Stock, as filed with the Secretary of State of the State of Delaware on October 22, 2021.
2.4 Form of Deposit Agreement among Morgan Stanley, The Bank of New York Mellon and the holders from time to time of the depositary receipts described therein.
2.5 Form of certificate representing the Series O Preferred Stock.
2.6 Form of Depositary Receipt (included in Exhibit 2.4 hereto).

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: October 22, 2021

 

  MORGAN STANLEY
   
   
  By: /s/ Jeanne Greeley O’Regan
  Name: Jeanne Greeley O’Regan
  Title: Deputy Corporate Secretary and Counsel

 

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