Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 26 2016 - 3:42PM
Edgar (US Regulatory)
July
2016
Pricing
Sheet dated July 22, 2016 relating to
Preliminary
Terms No. 1,007 dated July 21, 2016
Registration
Statement Nos. 333-200365; 333-200365-12
Filed
pursuant to Rule 433
M
organ
S
tanley
F
inance
LLC
Structured
Investments
Opportunities
in U.S. Equities
Contingent Income Auto-Callable
Securities due July 25, 2019
Based on the
Performance of the Market Vectors Gold Miners ETF
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at
Risk Securities
PRICING
TERMS – JULY 22, 2016
|
|
Issuer:
|
Morgan Stanley Finance
LLC
|
Guarantor:
|
Morgan Stanley
|
Underlying
shares:
|
Shares of the Market
Vectors Gold Miners ETF (the “Fund”)
|
Aggregate
principal amount:
|
$5,465,230
|
Stated
principal amount:
|
$10 per security
|
Issue
price:
|
$10 per security
|
Pricing
date:
|
July 22, 2016
|
Original
issue date:
|
July 27, 2016 (3 business days after
the pricing date)
|
Maturity
date:
|
July 25, 2019
|
Early
redemption:
|
If, on any of the first eleven determination
dates, the determination closing price of the underlying shares is
greater than or equal to
the initial share price,
the securities will be automatically redeemed for an early redemption payment on the third business day following the related
determination date. No further payments will be made on the securities once they have been redeemed.
|
Early
redemption payment:
|
The early redemption payment will
be an amount equal to (i) the stated principal amount
plus
(ii) the contingent quarterly coupon with respect to the
related determination date.
|
Determination
closing price:
|
The closing price of one underlying
share on any determination date other than the final determination date
times
the adjustment factor on such determination
date
|
Contingent
quarterly coupon:
|
·
If, on any determination date,
the determination closing price or the final share price, as applicable, is greater than or equal to the downside
threshold level, we will pay a contingent quarterly coupon at an annual rate of 12.20% (corresponding to approximately
$0.305 per quarter per security) on the related contingent payment date.
·
If, on any determination date, the determination
closing price or the final share price, as applicable, is less than the downside threshold level, no contingent quarterly
coupon will be paid with respect to that determination date.
|
Determination
dates:
|
October 24, 2016, January 23, 2017,
April 24, 2017, July 24, 2017, October 23, 2017, January 22, 2018, April 23, 2018, July 23, 2018, October 22, 2018, January
22, 2019, April 22, 2019 and July 22, 2019, subject to postponement for non-trading days and certain market disruption events. We
also refer to July 22, 2019 as the final determination date.
|
Contingent
payment dates:
|
With respect to each determination
date other than the final determination date, the third business day after the related determination date. The payment of
the contingent quarterly coupon, if any, with respect to the final determination date will be made on the maturity date.
|
Payment
at maturity:
|
·
If
the final share price is
greater than or equal to
the downside threshold level:
|
(i) the stated principal amount
plus
(ii) the contingent quarterly coupon with respect to the final determination date
|
|
·
If the final share price is
less than
the downside threshold
level:
|
(i) the stated principal amount
multiplied
by
(ii) the share performance factor
|
Share
performance factor:
|
The final share price divided by
the initial share price
|
Adjustment
factor:
|
1.0, subject to adjustment in the
event of certain events affecting the underlying shares
|
Downside
threshold level:
|
$17.268, which is equal to 60% of
the initial share price
|
Initial
share price:
|
$28.78, which is equal to the closing
price of one underlying share on the pricing date
|
Final
share price:
|
The closing price of one underlying
share on the final determination date
times
the adjustment factor on such date
|
CUSIP:
|
61766B747
|
ISIN:
|
US61766B7477
|
Listing:
|
The securities will not be listed
on any securities exchange.
|
Agent:
|
Morgan Stanley & Co. LLC (“MS
& Co.”), an affiliate of MSFL and 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:
|
$9.619 per security. See
“Investment Summary” in the accompanying preliminary terms.
|
Amortization:
|
6 months
|
Commissions
and issue price:
|
|
Price
to public
|
Agent’s
commissions and fees
|
Proceeds
to us
(3)
|
Per
security
|
|
$10.00
|
$0.20
(1)
|
|
|
|
|
$0.05
(2)
|
$9.75
|
Total
|
|
$5,465,230
|
$136,630.75
|
$5,328,599.25
|
|
|
|
|
|
|
|
(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 $0.20 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 product supplement.
|
|
(2)
|
Reflects
a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates
of $0.05 for each security.
|
|
(3)
|
See
“Use of proceeds and hedging” in the accompanying preliminary terms.
|
The securities are not deposits
or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality,
nor are they obligations of, or guaranteed by, a bank.
You should read this document
together with the preliminary terms describing the offering and the related product supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below.
As
used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley
and MSFL collectively, as the context requires.
Preliminary Terms No. 1,007 dated July 21, 2016
Prospectus dated February 16, 2016
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.
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