Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2020 - 4:28PM
Edgar (US Regulatory)
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Morgan Stanley
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Free
Writing Prospectus to Preliminary Terms No. 4,513
Registration
Statement Nos. 333-221595; 333-221595-01
Dated
July 2, 2020; Filed pursuant to Rule 433
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5-Year INDU Dual Directional Trigger PLUS
This document provides a summary of the terms of
the Trigger PLUS. Investors must carefully review the accompanying preliminary terms referenced below, product supplement, index
supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
1All payments are subject to our credit risk
Hypothetical Payout at Maturity1
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Change in Underlying
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Return on Trigger PLUS
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+70%
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79.10%
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+60%
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67.80%
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+50%
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56.50%
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+40%
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45.20%
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+30%
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33.90%
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+20%
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22.60%
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+10%
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11.30%
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0%
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0.00%
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-10%
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10.00%
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-20%
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20.00%
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-21%
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-21.00%
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-30%
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-30.00%
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-40%
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-40.00%
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-50%
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-50.00%
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-60%
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-60.00%
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-70%
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-70.00%
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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 the offering will arrange to send you the prospectus
if you request it by calling toll-free 1-800-584-6837.
Underlying Index
For more information about the underlying index, including historical
performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below
are discussed in more detail in the “Risk Factors” section in the accompanying preliminary terms. Please review those
risk factors carefully prior to making an investment decision.
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The
Trigger PLUS do not pay interest or guarantee return of any principal.
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The
market price of the Trigger PLUS will be influenced by many unpredictable factors.
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The
Trigger PLUS are subject to our credit risk, and any actual or anticipated changes to
our credit ratings or credit spreads may adversely affect the market value of the Trigger
PLUS.
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The
estimated value of the Trigger PLUS is $904.50 per Trigger PLUS, or within $54.50 of
that estimate, and is determined by reference to our pricing and valuation models, which
may differ from those of other dealers and is not a maximum or minimum secondary market
price.
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As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
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The
amount payable on the Trigger PLUS is not linked to the value of the underlying index
at any time other than the determination date.
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Investing
in the Trigger PLUS is not equivalent to investing in the underlying index.
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Adjustments
to the underlying index could adversely affect the value of the Trigger PLUS.
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The
rate we are willing to pay for securities of this type, maturity and issuance size is
likely to be lower than the rate implied by our secondary market credit spreads and advantageous
to us. Both the lower rate and the inclusion of costs associated with issuing, selling,
structuring and hedging the Trigger PLUS in the original issue price reduce the economic
terms of the Trigger PLUS, cause the estimated value of the Trigger PLUS to be less than
the original issue price and will adversely affect secondary market prices.
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The
Trigger PLUS will not be listed on any securities exchange and secondary trading may
be limited.
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The
calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL,
will make determinations with respect to the Trigger PLUS.
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Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the Trigger PLUS.
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The
U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Trigger PLUS–Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the Trigger PLUS, and you should consult your tax adviser.
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