FWP 1 dp54872_fwp-ps210.htm FORM FWP
 
 
March 2015
Pricing Sheet dated March 27, 2015 relating to
Amendment No. 1 relating to Preliminary Terms No. 210 dated March 20, 2015
Registration Statement No. 333-200365
Filed pursuant to Rule 433
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due April 9, 2018
Based on the Performance of the Common Stock of United Continental Holdings, Inc.
Principal at Risk Securities
PRICING TERMS – MARCH 27, 2015
  
Issuer:
Morgan Stanley
Underlying stock:
United Continental Holdings, Inc. common stock
Aggregate principal amount:
$4,586,500
Stated principal amount:
$10 per security
Issue price:
$10 per security
Pricing date:
March 27, 2015
Original issue date:
April 1, 2015 (3 business days after the pricing date)
Maturity date:
April 9, 2018
Early redemption:
If, on any of the first eleven determination dates, the determination closing price of the underlying stock is greater than or equal to the initial share price, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date.  No further payments will be made on the securities once they have been redeemed.
Early redemption payment:
The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the related determination date.
Determination closing price:
The closing price of the underlying stock on any determination date other than the final determination date times the adjustment factor on such determination date
Contingent quarterly coupon:
·  If, on any determination date, the determination closing price or the final share price, as applicable, is greater than or equal to the downside threshold level, we will pay a contingent quarterly coupon at an annual rate of 16.10% (corresponding to approximately $0.4025 per quarter per security) on the related contingent payment date.
·  If, on any determination date, the determination closing price or the final share price, as applicable, is less than the downside threshold level, no contingent quarterly coupon will be paid with respect to that determination date.
Determination dates:
June 29, 2015, September 28, 2015, December 28, 2015, March 28, 2016, June 27, 2016, September 27, 2016, December 27, 2016, March 27, 2017, June 27, 2017, September 27, 2017, December 27, 2017 and April 4, 2018, subject to postponement for non-trading days and certain market disruption events.  We also refer to April 4, 2018 as the final determination date.
Contingent payment dates:
With respect to each determination date other than the final determination date, the third business day after the related determination date.  The payment of the contingent quarterly coupon, if any, with respect to the final determination date will be made on the maturity date.
Payment at maturity:
·  If the final share price is greater than or equal to the downside threshold level:
(i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date
 
·  If the final share price is less than the downside threshold level:
(i) a number of shares of the underlying stock equal to the product of the exchange ratio and the adjustment factor, each as of the final determination date, or (ii) at our option, the cash value of such shares as of the final determination date
Exchange ratio:
0.1476, which is the stated principal amount divided by the initial share price
Adjustment factor:
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Downside threshold level:
$50.813, which is equal to approximately 75% of the initial share price
Initial share price:
$67.75, which is equal to the closing price of the underlying stock on the pricing date
Final share price:
The closing price of the underlying stock on the final determination date times the adjustment factor on such date
CUSIP:
61764V554
ISIN:
US61764V5545
Listing:
The securities 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.
Estimated value on the pricing date:
$9.622 per security.  See “Investment Summary” in the accompanying preliminary terms.
Commissions and issue price:
  
Price to public
Agent’s commissions and fees
Proceeds to issuer(3)
Per security
  
$10
$0.20(1)
$9.75
     
$0.05(2)
  
Total
  
$4,586,500
$114,662.50
$4,471,837.50
(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 $0.20 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.
(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.
The securities 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.
You should read this document together with the preliminary terms describing the offering and the related product supplement and prospectus, each of which can be accessed via the hyperlinks below.
 
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.