FWP 1 dp83686_fwp-ps7.htm FORM FWP

November 2017

Pricing Sheet dated November 30, 2017 relating to

Preliminary Terms No. 7 dated November 17, 2017

Registration Statement Nos. 333-221595; 333-221595-01

Filed pursuant to Rule 433

Morgan Stanley Finance LLC

Structured Investments 

Opportunities in International Equities

PLUS Based on the Value of the EURO STOXX 50® Index due March 5, 2019 

Performance Leveraged Upside SecuritiesSM

Fully and Unconditionally Guaranteed by Morgan Stanley 

Principal at Risk Securities

PRICING TERMS – November 30, 2017
Issuer: Morgan Stanley Finance LLC
Guarantor: Morgan Stanley
Maturity date: March 5, 2019
Underlying index: EURO STOXX 50® Index
Aggregate principal amount: $1,245,850
Payment at maturity per PLUS:

If the final index value is greater than the initial index value:

$10 + leveraged upside payment 

In no event will the payment at maturity exceed the maximum payment at maturity

If the final index value is less than or equal to the initial index value: 

$10 × index performance factor

Under these circumstances, the payment at maturity will be less than or equal to the stated principal amount of $10.

Leveraged upside payment: $10 × leverage factor × index percent increase
Index percent increase: (final index value – initial index value) / initial index value
Initial index value: 3,569.93, which is the index closing value on the pricing date
Final index value: The index closing value on the valuation date
Valuation date: February 28, 2019, subject to postponement for non-index business days and certain market disruption events
Leverage factor: 300%
Index performance factor: Final index value divided by the initial index value
Maximum payment at maturity: $12.225 per PLUS (122.25% of the stated principal amount)
Stated principal amount: $10 per PLUS
Issue price: $10 per PLUS (see “Commissions and issue price” below)
Pricing date: November 30, 2017
Original issue date: December 5, 2017 (3 business days after the pricing date)
CUSIP: 61768K356
ISIN: US61768K3564
Listing: The 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: $9.644 per 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 PLUS $10 $0.175(1)  
    $0.05(2) $9.775
Total $1,245,850 $28,031.63 $1,217,818.37
(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 $0.175 for each 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 PLUS.

(3)See “Use of proceeds and hedging” in the accompanying preliminary terms.

 

“EURO STOXX 50®” and “STOXX®” are registered trademarks of STOXX Limited. For more information, see “EURO STOXX 50® Index” in the accompanying index supplement.

 

The 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.

 

As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

 

Preliminary Terms No. 7 dated November 17, 2017

Product Supplement for PLUS dated November 16, 2017         Index Supplement dated November 16, 2017

Prospectus dated November 16, 2017

 

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.