SC 13D/A 1 d806190dsc13da.htm SCHEDULE 13D AMENDMENT NO. 15 SCHEDULE 13D Amendment No. 15

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

MORGAN STANLEY

 

(Name of Issuer)

Common Stock, par value $0.01 per Share

 

(Title of Class of Securities)

617446448

 

(CUSIP Number)

Miki Katayama

Managing Director

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8330

Japan

81-3-3240-1111

 

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

September 20, 2019

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 617446448   13D

 

  1.   

NAME OF REPORTING PERSON:

 

                MITSUBISHI UFJ FINANCIAL GROUP, INC.

     
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        

(b)  ☐

     
  3.  

SEC USE ONLY

 

     
  4.  

SOURCE OF FUNDS (See Instructions):

 

                N/A

     
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  

 

    ☐
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

                TOKYO, JAPAN

     

NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON

WITH

 

      7.    

SOLE VOTING POWER:

 

24.07%12

     
     8.   

SHARED VOTING POWER:

 

                N/A

     
     9.   

SOLE DISPOSITIVE POWER:

 

24.07%12

     
   10.   

SHARED DISPOSITIVE POWER:

 

                N/A

   
11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

397,870,394 shares12

     
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   

 

    ☐
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

24.07%12

     
14.    

TYPE OF REPORTING PERSON (See Instructions):

 

                CO

     

 

1

Includes 1,574,808 shares of common stock of Morgan Stanley that certain affiliates of the reporting person held solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts as of September 12, 2019. Such shares represent approximately 0.10% of the 24.07% reported in row 13 above. The reporting person disclaims beneficial ownership of such shares and is in the process of reviewing its trading activities in Morgan Stanley securities and will make further disclosures should it be necessary to do so.

2

Includes 38,000 shares of common stock of Morgan Stanley held by a wholly owned subsidiary of the Reporting Person.

This statement (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D, filed on October 23, 2008, as amended by the first amendment thereto, filed on October 30, 2008, the second amendment thereto, filed on May 22, 2009, the third amendment thereto, filed on June 11, 2009, the fourth amendment thereto, filed on April 1, 2010, the fifth amendment thereto, filed on May 3, 2010, the sixth amendment thereto, filed on November 9, 2010, the seventh amendment thereto, filed on April 25, 2011, the eighth amendment thereto, filed on July 1, 2011, the ninth amendment thereto, filed on October 4, 2013, the tenth amendment thereto, filed on April 7, 2016, the eleventh amendment thereto, filed on November 28, 2017, the twelfth amendment thereto, filed on March 5, 2018, the thirteenth amendment filed on April 18, 2018 and the fourteenth amendment filed on October 4, 2018 (the “Schedule 13D”), by Mitsubishi UFJ Financial Group, Inc. (“MUFG”), a joint stock company incorporated in Japan, with respect to shares of common stock (the “Common Stock”) of Morgan Stanley, a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

In addition to the 396,295,586 shares of Common Stock held by MUFG directly, as of September 12, 2019, certain affiliates of MUFG held in the aggregate 1,574,808 shares of Common Stock (the “Managed Shares”) solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts. MUFG disclaims beneficial ownership of the Managed Shares.

Item 5. Interest in Securities of the Issuer

(a) Rows (7) through (11) and (13) of the cover pages to this Amendment are hereby incorporated by reference. For purposes of calculating the percentages set forth on the cover pages of this Amendment, the number of shares outstanding is assumed to be 1,652,767,929 (which is the number of shares of Common Stock outstanding as of July 31, 2019, as reported by the Company in their Form 10-Q for the quarterly period ended June 30, 2019 filed on August 5, 2019).

As of September 12, 2019, MUFG beneficially owns 397,870,394 shares of Common Stock.

In addition, MUFG may be deemed to be the beneficial owner of the Managed Shares. MUFG disclaims beneficial ownership of the Managed Shares.

The shares of Common Stock beneficially owned by MUFG (if MUFG is deemed to have beneficial ownership over the Managed Shares) represent approximately 24.07% of the outstanding shares of Common Stock.

(b) Subject to the right of clients to withdraw their assets, including the Managed Shares managed by MUFG’s affiliates, MUFG has the sole power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by it as indicated in rows (7) through (11) and (13) of the cover pages to this Amendment.

(c) During the past sixty days, MUFG disposed of 1,557,900 shares of Common Stock pursuant to the Plan previously disclosed in the Schedule 13D. Details regarding the date, number of Common Stock disposed of and the price per share for the transaction are provided below.

 

Date

    Number of Common
Stock Disposed of		      Price per share of
Common Stock		  

July 29, 2019

      1,557,900      $ 45.02  

Exhibit 99.22 lists certain previously unreported transactions in the Common Stock.

Except for the transaction disclosed in this Item 5(c) and Exhibit 99.22, neither MUFG nor, to its knowledge, any of its directors or executive officers has engaged in any transactions in shares of Common Stock in the past 60 days except transactions in a fiduciary capacity.

(d) No other person is known by MUFG to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by MUFG, except that, if MUFG is deemed to have beneficial ownership of the Managed Shares, dividends and the proceeds from the sale of Managed Shares will be the property of the customers for whom such Managed Shares are managed.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Attached in Exhibit 99.23 are certain customized, cash-settled stock basket transactions that included Common Stock in the basket that subsidiaries of MUFG have entered into. Attached in Exhibit 99.24 are two exchange-traded option transactions entered into by subsidiaries of MUFG. Attached in Exhibit 99.25 are certain previously unreported transactions in the Series I and H and J Preferred Stock of Morgan Stanley.

Item 7. Material to be Filed as Exhibits

 

Exhibit

   

Description

99.22.    List of transactions disclosed in Item 5(c).*
99.23.    List of transactions disclosed in Item 6.*
99.24.    List of transactions disclosed in Item 6.*
99.25.    List of transactions disclosed in Item 6.*

 

*

Filed herewith

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 20, 2019

 

MITSUBISHI UFJ FINANCIAL GROUP, INC.
By:  

/s/ Miki Katayama

Name:   Miki Katayama
Title:   Managing Director