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MORGAN STANLEY — Capital/Financing Update 2011
Dec 27, 2011
29766_rns_2011-12-27_967ebbaa-27ab-4272-a5d5-c7c61a5a6e16.zip
Capital/Financing Update
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December 2011 Pricing Sheet dated December 22, 2011 relating to Amendment No. 1 to Preliminary Terms No. 4 dated December 2, 2011 Registration Statement No. 333-178081 Filed pursuant to Rule 433
S T R U C T U R E D I N V E S T M E N T S
Opportunities in U.S. Equities
Market-Linked Notes due December 22, 2017
Based on the Value of the S&P 500 ® Index
| PRICING TERMS – DECEMBER 22, 2011 — Issuer: | Morgan Stanley | ||
|---|---|---|---|
| Issue price: | $10 per note (see “Commission and Issue Price” below) | ||
| Stated principal amount: | $10 per note | ||
| Aggregate principal amount: | $25,400,000 | ||
| Pricing date: | December 22, 2011 | ||
| Original issue date: | December 28, 2011 (3 business days after the pricing date) | ||
| Maturity date: | December 22, 2017 | ||
| Interest: | None | ||
| Underlying index: | S&P 500 ® Index | ||
| Payment at maturity: | The payment due at maturity per $10 stated principal amount will equal: $10 + supplemental redemption amount, subject to the minimum payment at maturity. | ||
| Supplemental redemption amount: | (i) $10 times (ii) the index percent change times (iii) the participation rate, provided that the supplemental redemption amount will not be less than $1.90 per note. | ||
| Participation rate: | 100% | ||
| Minimum payment at maturity: | $11.90 per note (119% of the stated principal amount) | ||
| Maximum payment at maturity: | None | ||
| Index percent change: | (final index value – initial index value) / initial index value | ||
| Initial index value: | 1,254, which is the index closing value on the pricing date | ||
| Final index value: | The index closing value on the determination date | ||
| Determination date: | December 19, 2017, subject to postponement for non-index business days and certain market disruption events | ||
| CUSIP: | 61760T249 | ||
| ISIN: | US61760T2490 | ||
| Listing: | The notes will not be listed on any securities exchange. | ||
| Agent: | Morgan Stanley & Co. LLC (“MS & Co.”), a wholly-owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms. | ||
| Commissions and Issue Price: | Price to Public (1) | Agent’s Commissions (1)(2) | Proceeds to Issuer |
| Per note | $10 | $0.35 | $9.65 |
| Total | $25,400,000 | $889,000 | $24,511,000 |
(1) The actual price to public and agent’s commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of securities purchased by that investor. The lowest price payable by an investor is $9.90 per note. Please see “Syndicate Information” on page 7 of the accompanying preliminary terms for further details.
(2) Selected dealers , including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $0.35 for each note 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 equity-linked notes.
“Standard & Poor’s ® ,” “S&P ® ,” “S&P 500 ® ,” “Standard & Poor’s 500” and “500” are trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and have been licensed for use by Morgan Stanley. The notes are not sponsored, endorsed, sold or promoted by S&P, and S&P makes no representation regarding the advisability of investing in the notes.
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.
EFPlaceholder Amendment No. 1 to Preliminary Terms No. 4 dated December 2, 2011
EFPlaceholder Product Supplement for Equity-Linked Notes dated November 21, 2011
EFPlaceholder Index Supplement dated November 21, 2011
EFPlaceholder Prospectus dated November 21, 2011
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
The issuer has 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 the issuer has filed with the SEC for more complete information about the issuer 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.