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 and the fourteenth amendment filed on October 4, 2018 (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 3. Source and Amount of Funds or Other Consideration
In addition to the 396,295,586 shares of Common Stock held by MUFG directly, as of September 12, 2019, certain affiliates of MUFG held in the
aggregate 1,574,808 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.
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 1,652,767,929 (which is the number of shares of Common Stock outstanding as of July 31, 2019, as reported by the
Company in their Form 10-Q for the quarterly period ended June 30, 2019 filed on August 5, 2019).
As of September 12, 2019, MUFG beneficially owns 397,870,394 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.
The shares of Common Stock beneficially owned by MUFG (if MUFG is deemed to have beneficial ownership over the Managed Shares) represent
approximately 24.07% of the outstanding shares of Common Stock.
(b) Subject to the right of clients to withdraw their assets, including
the Managed Shares managed by MUFGs 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) During the past sixty days, MUFG disposed of 1,557,900 shares of Common Stock
pursuant to the Plan previously disclosed in the Schedule 13D. Details regarding the date, number of Common Stock disposed of and the price per share for the transaction are provided below.
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Date
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Number of Common
Stock Disposed of
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Price per share of
Common Stock
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July 29, 2019
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1,557,900
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$
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45.02
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Exhibit 99.22 lists certain previously unreported transactions in the Common Stock.
Except for the transaction disclosed in this Item 5(c) and Exhibit 99.22, 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.