X0306 4 2013-02-01 0 0000895421 MORGAN STANLEY MS 0001539492 GROSSMAN ERIC F C/O MORGAN STANLEY 1585 BROADWAY NEW YORK NY 10036 0 1 0 0 Chief Legal Officer Common Stock 2013-02-01 4 F 0 8260 23.355 D 78121.044 D Common Stock 2013-02-04 4 S 0 13847 22.8495 D 64274.044 D Common Stock 1558.178 I By 401(k) Plan The amount shown reflects shares withheld to satisfy taxes upon the conversion of Restricted Stock Units ("RSUs") to shares of Common Stock. This conversion relates to RSUs awarded on January 21, 2010 and January 21, 2011 to the Reporting Person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.82 to $23.10, inclusive. The Reporting Person undertakes to provide to Morgan Stanley, any security holder of Morgan Stanley or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. /s/ Martin M. Cohen, Attorney-in-Fact 2013-02-05