Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 20)*

MORGAN STANLEY

(Name of Issuer)

Common Stock, par value $0.01 per Share

(Title of Class of Securities)

617446448

(CUSIP Number)

Yoshiyuki Uranishi

Managing Director

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8330

Japan

81-3-3240-1111

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

October 13, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 617446448		13D


1.	NAME OF REPORTING PERSON: MITSUBISHI UFJ FINANCIAL GROUP, INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions): N/A
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: TOKYO, JAPAN


NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH	7.	SOLE VOTING POWER: 22.87%**
	8.	SHARED VOTING POWER: N/A
	9.	SOLE DISPOSITIVE POWER: 22.87%**
	10.	SHARED DISPOSITIVE POWER: N/A


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 378,962,810 shares**
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 22.87%**
14.	TYPE OF REPORTING PERSON (See Instructions): CO

Includes 1,877,643 shares of common stock of Morgan Stanley that certain affiliates of the reporting person held solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts as of October 6, 2023. Such shares represent approximately 0.11% of the 22.87% reported in row 13 above. The reporting person disclaims beneficial ownership of such shares, and the inclusion of such shares in this statement shall not be construed as an admission that the reporting person is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.

This statement (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D, filed on October 23, 2008, as amended by the first amendment thereto, filed on October 30, 2008, the second amendment thereto, filed on May 22, 2009, the third amendment thereto, filed on June 11, 2009, the fourth amendment thereto, filed on April 1, 2010, the fifth amendment thereto, filed on May 3, 2010, the sixth amendment thereto, filed on November 9, 2010, the seventh amendment thereto, filed on April 25, 2011, the eighth amendment thereto, filed on July 1, 2011, the ninth amendment thereto, filed on October 4, 2013, the tenth amendment thereto, filed on April 7, 2016, the eleventh amendment thereto, filed on November 28, 2017, the twelfth amendment thereto, filed on March 5, 2018, the thirteenth amendment filed on April 18, 2018, the fourteenth amendment filed on October 4, 2018, the fifteenth amendment filed on September 20, 2019, the sixteenth amendment filed on October 28, 2020, the seventeenth amendment filed on December 11, 2020, the eighteenth amendment filed on April 13, 2021, and the nineteenth amendment filed on August 8, 2022 (the “Schedule 13D”), by Mitsubishi UFJ Financial Group, Inc. (“MUFG”), a joint stock company incorporated in Japan, with respect to shares of common stock (the “Common Stock”) of Morgan Stanley, a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background

Item 2 is amended and restated as follows:

This Statement is being filed by Mitsubishi UFJ Financial Group, Inc. (“MUFG”). The address of the principal business and principal office of MUFG is 7-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan.

MUFG is a bank holding company and joint stock company (kabushiki kaisha) incorporated in Japan under the Commercial Code of Japan, and is one of the world’s leading financial groups. MUFG’s services include commercial banking, trust banking, securities, credit cards, consumer finance, asset management and leasing.

The name, business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship of each of the directors and executive officers of MUFG are set forth on Annex A hereto.

During the last five years, neither MUFG nor any of its directors nor executive officers has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

In addition to the 377,085,167 shares of Common Stock held by MUFG directly, as of October 6, 2023, certain affiliates of MUFG held in the aggregate 1,877,643 shares of Common Stock (the “Managed Shares”) solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts. MUFG disclaims beneficial ownership of the Managed Shares, and the inclusion of the Managed Shares in this Amendment shall not be construed as an admission that MUFG is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.

Item 4. Purpose of Transaction

On October 13, 2023, MUFG and the Company entered into the Seventh Amendment to the Investor Agreement (the “Seventh Amendment to Investor Agreement”) to amend the standstill and preemptive right provisions in the Amended Investor Agreement previously disclosed in the Schedule 13D.

The Amended Investor Agreement provided that the standstill provisions will terminate, unless extended, upon the earlier of (a) October 13, 2023 or (b) the date on which MUFG’s Economic Interest Percentage is less than 10%. The Seventh Amendment to Investor Agreement extended this period so that the standstill provisions will terminate, unless extended, upon the earlier of April 13, 2026 or (b) the date on which MUFG’s Economic Interest Percentage is less than 10%. The Amended Investor Agreement provided that the expiration date of the preemptive rights was October 13, 2023. The Seventh Amendment to Investor Agreement extended this expiration date to April 13, 2026.

The Seventh Amendment to Investor Agreement is filed as Exhibit 99.29 to this Amendment and is hereby incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

(a) Rows (7) through (11) and (13) of the cover pages to this Amendment are hereby incorporated by reference. For purposes of calculating the percentages set forth on the cover pages of this Amendment, the number of shares outstanding is assumed to be 1,656,966,580 (which is the number of shares of Common Stock outstanding as of July 31, 2023, as reported by the Company in their Form 10-Q for the quarterly period ended June 30, 2023 filed on August 3, 2023).

As of October 6, 2023, MUFG beneficially owns 377,085,167 shares of Common Stock.

In addition, MUFG may be deemed to be the beneficial owner of the Managed Shares. MUFG disclaims beneficial ownership of the Managed Shares, and the inclusion of the Managed Shares in this Amendment shall not be construed as an admission that MUFG is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.

The shares of Common Stock beneficially owned by MUFG (if MUFG is deemed to have beneficial ownership over the Managed Shares) represent approximately 22.87% of the outstanding shares of Common Stock.

(b) Subject to the right of clients to withdraw their assets, including the Managed Shares managed by MUFG’s affiliates, MUFG has the sole power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by it as indicated in rows (7) through (11) and (13) of the cover pages to this Amendment.

(c) Neither MUFG nor, to its knowledge, any of its directors or executive officers has engaged in any transactions in shares of Common Stock in the past 60 days except transactions in a fiduciary capacity as described under Item 3.

(d) No other person is known by MUFG to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company’s securities beneficially owned by MUFG, except that, if MUFG is deemed to have beneficial ownership of the Managed Shares, dividends and the proceeds from the sale of Managed Shares will be the property of the customers for whom such Managed Shares are managed.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits


Exhibit		Description
99.1.		Securities Purchase Agreement, dated September 29, 2008, First Amendment to the Securities Purchase Agreement, dated as of October 3, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley, Second Amendment to the Securities Purchase Agreement, dated as of October 8, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley, and Third Amendment to the Securities Purchase Agreement, dated as of October 13, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on October 17, 2008).*
99.2.		Amended Certificate of Designations of Preferences and Rights of the Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on October 17, 2008).*
99.3.		Certificate of Designations of Preferences and Rights of the Series C Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K, filed on October 17, 2008).*
99.4.		English translation of Loan Agreement (and Rider thereto), dated October 14, 2008 between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.*
99.5.		Investor Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed on October 17, 2008).*
99.6.		Registration Rights Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, filed on October 17, 2008).*
99.7.		First Amendment to Investor Agreement, dated as of October 27, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.*
99.8.		Letter Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.*
99.9.		Series C Preferred Stock Repurchase Agreement, dated as of May 8, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.*
99.10.		Letter Agreement, dated as of May 13, 2008, by and among Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. Incorporated.*
99.11.		Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.*
99.12.		Amendment to Letter Agreement, dated as of June 2, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.*


Exhibit		Description
99.13.		English translation of Loan Agreement, dated June 11, 2009, by and between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.*
99.14.		Integration and Investment Agreement, dated as of March 30, 2010, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.*
99.15.		Transaction Agreement, dated April 21, 2011, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on April 22, 2011).*
99.16.		Amended and Restated Investor Agreement, dated June 30, 2011, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on June 30, 2011).*
99.17.		Additional Commitments made by Mitsubishi UFJ Financial Group, Inc. to the Board of Governors of the Federal Reserve System, dated April 21, 2011.*
99.18.		Third Amendment to Investor Agreement, dated October 3, 2013, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.*
99.19.		Fourth Amendment to Investor Agreement, dated April 6, 2016, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.*
99.20.		Sales Plan, dated April 18, 2018, between Mitsubishi UFJ Financial Group, Inc., Morgan Stanley and Morgan Stanley & Co. LLC.*
99.21.		Fifth Amendment to Investor Agreement dated October 4, 2018, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.*
99.22.		List of transactions disclosed in Item 5(c) of Amendment No. 15.*
99.23.		List of transactions disclosed in Item 6 of Amendment No. 15.*
99.24.		List of transactions disclosed in Item 6 of Amendment No. 15.*
99.25.		List of transactions disclosed in Item 6 of Amendment No. 15.*
99.26.		List of transactions disclosed in Item 5(c) of Amendment No. 16.*
99.27.		List of transactions disclosed in Item 5(c) of Amendment No. 16.*
99.28.		Sixth Amendment to Investor Agreement dated April 13, 2021, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.*
99.29.		Seventh Amendment to Investor Agreement dated October 13, 2023, between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc.**

*	Previously filed

**	Filed herewith

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 16, 2023


MITSUBISHI UFJ FINANCIAL GROUP, INC.

By:		/s/ Yoshiyuki Uranishi
Name:		Yoshiyuki Uranishi
Title:		Managing Director

Annex A


Name		Present Position at MUFG and other Present Principal Occupation or Employment
Mariko Fujii		Member of the Board of Directors (Outside Director) Emeritus Professor of The University of Tokyo, an education and research institute which is located in 7-3-1 Hongo, Bunkyo-ku, Tokyo, Japan.
Keiko Honda		Member of the Board of Directors (Outside Director) Adjunct Professor and Adjunct Senior Research Scholar of Columbia University School of International and Public Affairs, an education and research institute which is located in 420 West 118th Street New York, NY 10027, USA.
Kaoru Kato		Member of the Board of Directors (Outside Director)
Satoko Kuwabara		Member of the Board of Directors (Outside Director) Partner of Gaien Partners, a law office which is located in Meiji Seimei Kan 4th Floor, 2-1-1 Marunouchi, Chiyoda-ku, Tokyo, Japan.
Hirofumi Nomoto		Member of the Board of Directors (Outside Director) Chairman & Representative Director of TOKYU CORPORATION, a transportation and real estate company which is located in 5-6 Nampeidai-cho, Shibuya-ku, Tokyo, Japan.
David Sneider		Member of the Board of Directors (Outside Director)
Koichi Tsuji		Member of the Board of Directors (Outside Director)
Tarisa Watanagase		Member of the Board of Directors (Outside Director)
Kenichi Miyanaga		Member of the Board of Directors
Ryoichi Shinke		Member of the Board of Directors
Kanetsugu Mike		Member of the Board of Directors Chairman (Corporate Executive)
Hironori Kamezawa		Member of the Board of Directors President & Group CEO (Representative Corporate Executive)
Iwao Nagashima		Member of the Board of Directors
Junichi Hanzawa		Member of the Board of Directors
Makoto Kobayashi		Member of the Board of Directors
Yoshitaka Shiba		Senior Managing Corporate Executive
Tetsuya Yonehana		Senior Managing Corporate Executive (Representative Corporate Executive)
Takayuki Yasuda		Senior Managing Corporate Executive
Yasushi Itagaki		Senior Managing Corporate Executive
Seiichiro Akita		Senior Managing Corporate Executive (Representative Corporate Executive)
Hiroshi Mori		Managing Corporate Executive
Yutaka Miyashita		Managing Corporate Executive (Representative Corporate Executive)
Keitaro Tsukiyama		Managing Corporate Executive
Fumitaka Nakahama		Managing Corporate Executive
Toshiki Ochi		Managing Corporate Executive
Hiroyuki Seki		Managing Corporate Executive
Hideaki Takase		Managing Corporate Executive (Representative Corporate Executive)
Shuichi Yokoyama		Managing Corporate Executive
Kenji Horikawa		Managing Corporate Executive
Tadashi Yamamoto		Managing Corporate Executive

The present positions above are at MUFG unless noted otherwise. The business address of each of the directors and executive officers above is Mitsubishi UFJ Financial Group, Inc., 7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo 100-8330, Japan.

Each of the directors and executive officers above is a citizen of Japan, except Mr. Tsukiyama who is a citizen of the United States of America as well, Mr. Sneider who is a citizen of the United States of America and Ms. Watanagase who is a citizen of Thailand.

Exhibit 99.29

Seventh Amendment to Investor Agreement

THIS SEVENTH AMENDMENT TO THE INVESTOR AGREEMENT (this “Amendment”), dated as of October 13, 2023, is made by and between Morgan Stanley, a Delaware corporation (the “Company”), and Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the “Investor”).

W I T N E S S E T H:

WHEREAS, the Company and the Investor are parties to that certain Investor Agreement, dated as of October 13, 2008, and amended by the First Amendment to Investor Agreement, dated as of October 27, 2008, and amended and restated by the Amended and Restated Investor Agreement, dated as of June 30, 2011, and amended by the Third Amendment to Investor Agreement, dated as of October 3, 2013, the Fourth Amendment to Investor Agreement, dated as of April 6, 2016, the Fifth Amendment to Investor Agreement, dated as of October 4, 2018 and the Sixth Amendment to Investor Agreement, dated as of April 13, 2021 (the Investor Agreement, as so amended and restated, the “Investor Agreement”); and

WHEREAS, the Company and the Investor have determined to further amend the Investor Agreement as set forth herein.

NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows:

1.	Defined Terms. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Investor Agreement.

2.	Amendments. The Investor Agreement is hereby amended as follows:

2.1.

The first sentence of Section 3.4 is amended and restated in its entirety as follows: “Standstill Period” shall mean the period from the date hereof until the earlier of (i) April 13, 2026, and (ii) the occurrence of an Investor Rights Termination Event; provided, however, that the parties shall, prior to the expiration of the Standstill Period, discuss in good faith whether to extend the Standstill Period (with no obligation to extend).”

2.2.

Section 4.1 is amended and supplemented to add a new Section 4.1(f) as follows: “Nothing in this Section 4.1 shall restrict the Investor from Transferring, and the Investor is hereby permitted to Transfer, any Securities to the Company or to a Subsidiary of the Company.”

2.3.

Section 5.6 is amended and restated in its entirety as follows: “The preemptive right to purchase Covered Securities granted by this Article V shall not be available for any offering that commences at any time after (i) April 13, 2026 (the “Preemptive Rights Expiration Date”) or (ii) the date on which the Investor Transfers any of the Securities that it acquired on the Closing Date or the Common Stock issued upon conversion of any Securities, or Hedges its exposure to the Common Stock, except as contemplated by clause (i) or (ii) of the first sentence of Section 4.1(a), by Section 4.1(e) or by Section 4.1(f); provided, however, that the parties shall, no later than 3 months prior to the Preemptive Rights Expiration Date, discuss in good faith whether to extend the Preemptive Rights Expiration Date (with no obligation to extend).”

No Other Amendments. Except as expressly set forth herein, the Investor Agreement remains in full force and effect in accordance with its terms and nothing contained herein shall be deemed to be a waiver, amendment, modification or other change of any term, condition or provision of the Investor Agreement (or a consent to any such waiver, amendment, modification or other change). All references in the Investor Agreement to the Investor Agreement shall be deemed to be references to the Investor Agreement after giving effect to this Amendment.

Changes. This Amendment may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

Headings. The headings of the various sections of this Amendment have been inserted for convenience or reference only and shall not be deemed to be part of this Amendment.

Applicable Law and Submission to Jurisdiction. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed within the State of Delaware. The provisions of Sections 9.5 and 9.12 of the Investor Agreement shall apply to this Amendment as if each such provision were set forth herein in their entirety.

Counterparts. This Amendment may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

-2-

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

AGREED AND ACCEPTED:


MORGAN STANLEY		MITSUBISHI UFJ FINANCIAL GROUP, INC.

By:	/s/ Sebastiano Visentini	By:	/s/ Iichiro Takahashi
Name:	Sebastiano Visentini	Name:	Iichiro Takahashi
Title:	Managing Director	Title:	Managing Director