X0306 4 2014-01-28 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 2014-01-28 4 A 0 12542 0.00 A 156346.842 D Common Stock 2014-01-28 4 F 0 21166 29.985 D 135180.842 D Common Stock 1569.308 I By 401(k) Plan Shares earned based on the Company's achievement of certain pre-established performance criteria in accordance with the terms of Performance Stock Units ("PSUs") awarded on January 21, 2011 as part of 2010 year-end compensation. Shares withheld to satisfy taxes upon the conversion of (a) PSUs awarded on January 21, 2011 and earned on January 28, 2014 as described in footnote (1) and (b) Restricted Stock Units granted on January 21, 2011 and January 20, 2012. /s/ Martin M. Cohen, Attorney-in-Fact 2014-01-29