Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 23 2017 - 2:29PM
Edgar (US Regulatory)
May
2017
Pricing
Sheet dated May 19, 2017 relating to
Preliminary
Terms No. 1,542 dated May 11, 2017
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 May 22, 2020
Based on the Performance of the Class B Common
Stock of Viacom Inc.
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at
Risk Securities
PRICING TERMS – May 19, 2017
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Underlying stock:
|
Viacom Inc. class B common stock
|
Aggregate principal amount:
|
$7,433,430
|
Stated principal amount:
|
$10 per security
|
Issue price:
|
$10 per security
|
Pricing date:
|
May 19, 2017
|
Original issue date:
|
May 24, 2017 (3 business days after the pricing date)
|
Maturity date:
|
May 22, 2020
|
Early redemption:
|
If, on any of the first eleven determination dates, the determination closing price of the underlying stock 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 the underlying stock 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 price, we will pay a contingent quarterly coupon at an annual rate of 10.15% (corresponding to approximately
$0.25375 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 price, no contingent quarterly coupon will be paid with respect to that determination date.
|
Determination dates:
|
August 21, 2017, November 20, 2017, February 20, 2018, May 21, 2018, August 20, 2018, November 19, 2018, February 19, 2019, May 20, 2019, August 19, 2019, November 19, 2019, February 19, 2020 and May 19, 2020, subject to postponement for non-trading days and certain market disruption events. We also refer to May 19, 2020 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 price:
·
If
the final share price is
less than
the downside threshold price:
|
(i) the stated principal amount
plus
(ii) the
contingent quarterly coupon with respect to the final determination date
(i) the stated principal amount
multiplied by
(ii)
the share performance factor
|
Share performance factor:
|
Final share price
divided
by the initial share price
|
Adjustment factor:
|
1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
|
Downside threshold price:
|
$26.40, which is equal to 75% of the initial share price
|
Initial share price:
|
$35.20, which is equal to the closing price of the underlying stock on the pricing date
|
Final share price:
|
The closing price of the underlying stock on the final determination date
times
the adjustment factor on such date
|
CUSIP:
|
61766W576
|
ISIN:
|
US61766W5765
|
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:
|
$9.581 per security. See “Investment Summary” in the accompanying preliminary terms.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions and fees
|
Proceeds to us
(3)
|
Per security
|
$10
|
$0.20
(1)
|
|
|
|
$0.05
(2)
|
$9.75
|
Total
|
$7,433,430
|
$185,835.75
|
$7,247,594.25
|
|
|
|
|
|
|
|
(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.
Y
ou should read this document
together with the preliminary terms describing the offering and the related product 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. 1,542 dated May 11, 2017
Product Supplement for Auto-Callable Securities dated February 29, 2016
Prospectus dated February 16, 2016
MSFL and
Morgan Stanley have 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 MSFL and Morgan
Stanley have filed with the SEC for more complete information about MSFL, Morgan Stanley 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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