Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2015 - 4:09PM
Edgar (US Regulatory)
|
June
2015
Pricing Sheet dated June 30, 2015
relating to
Preliminary Terms No. 373
dated June 22, 2015
Registration Statement
No. 333-200365
Filed pursuant to Rule
433
|
Structured Investments
Opportunities in U.S. Equities
Callable Contingent
Income Securities due July 7, 2025
All Payments on the Securities Subject to the Coupon
Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
PRICING TERMS-JUNE 30, 2015 |
Issuer: |
Morgan Stanley |
Underlying index: |
S&P 500® Index |
Aggregate principal amount: |
$14,464,000 |
Stated principal amount: |
$1,000 per security |
Issue price: |
$1,000 per security (see “Commissions and issue price” below) |
Pricing date: |
June 30, 2015 |
Original issue date: |
July 6, 2015 (3 business days after the pricing date) |
Maturity date: |
July 7, 2025 |
Optional early redemption: |
Beginning on July 6, 2017, we will have the right to redeem the securities, at our discretion, in whole but not in part, on any annual redemption date for the redemption payment. If we decide to redeem the securities, we will give you notice at least 10 calendar days before the redemption date specified in the notice. No further payments will be made on the securities once they have been redeemed. |
Redemption payment: |
The redemption payment will be an amount equal to (i) the stated principal amount plus (ii) any contingent quarterly coupon otherwise due with respect to the related observation date. |
Redemption dates: |
Beginning on July 6, 2017, annually, on July 6th of each year; provided that if any such day is not a business day, the redemption payment will be made on the next succeeding business day and no adjustment will be made to any redemption payment made on that succeeding business day. |
Contingent quarterly coupon: |
· If,
on any observation date, the index closing value on such date is greater than or equal to the coupon barrier level, we will
pay a contingent quarterly coupon at an annual rate of 7.00% (corresponding to approximately $17.50 per quarter per security) on
the related contingent coupon payment date.
· If,
on any observation date, the index closing value on such date is less than the coupon barrier level, no contingent quarterly
coupon will be paid with respect to that observation date.
|
Payment at maturity: |
If the securities have not previously been redeemed, investors will receive on the maturity date a payment at maturity determined as follows: |
|
· If the final index value is greater than or equal to the downside threshold level: |
the stated principal amount, and, if the final index value is also greater than or equal to the coupon barrier level, the contingent quarterly coupon with respect to the final observation date |
|
|
|
|
· If the final index value is less than the downside threshold level: |
(i) the stated principal amount multiplied by (ii) the index performance factor |
Coupon barrier level: |
1,547.333, which is equal to approximately 75% of the initial index value |
Downside threshold level: |
1,237.866, which is equal to 60% of the initial index value |
|
Terms continued on the following page |
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: |
$927.50 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 |
$1,000 |
$30 (1) |
|
|
|
$5 (2) |
$965 |
Total |
$14,464,000 |
$506,240 |
$13,957,760 |
| (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 $30 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 prospectus supplement. |
| (2) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 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 pricing supplement together with the preliminary
terms describing the offering and the related prospectus supplement, index supplement and prospectus, each of which can be accessed
via the hyperlinks below.
“Standard & Poor’s®,”
“S&P®,” “S&P
500®,” “Standard & Poor’s
500” and “500” are trademarks of Standard and Poor’s Financial Services LLC and have been licensed for
use by S&P Dow Jones Indices LLC and Morgan Stanley. The securities are not sponsored, endorsed, sold or promoted by Standard
and Poor’s Financial Services LLC, and Standard and Poor’s Financial Services LLC makes no representation regarding
the advisability of investing in the securities.
Preliminary
Terms No. 373 dated June 22, 2015
Prospectus
Supplement dated November 19, 2014
Index
Supplement dated November 19, 2014
Prospectus
dated November 19, 2014
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.
Callable
Contingent Income Securities due July 7, 2025
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold
Features Linked to the S&P 500® Index
Principal at Risk Securities
Terms continued from previous page: |
Initial index value: |
2,063.11, which is the index closing value of the underlying index on the pricing date |
Final index value: |
The index closing value of the underlying index on the final observation date |
Observation dates: |
The third scheduled business day prior to each scheduled contingent coupon payment date, subject to postponement due to non-index business days or certain market disruption events. We also refer to the third scheduled business day prior to the scheduled maturity date as the final observation date. See “Postponement of observation dates” below. |
Contingent coupon payment dates: |
Quarterly, on the 6th
day of each January, April, July and October, beginning October 6, 2015,
subject to postponement as described under “Postponement of contingent coupon payment dates and maturity date”
below. |
Index performance factor: |
The final index value divided by the initial index value. |
CUSIP / ISIN: |
61761JZY8 / US61761JZY80 |
Listing: |
The securities will not be listed on any securities exchange. |
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