MORGAN STANLEY — Capital/Financing Update 2014

Dec 31, 2014

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Pricing Sheet dated December 30, 2014 relating to Preliminary Terms No. 22 dated December 1, 2014 Registration Statement No. 333-200365 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Market-Linked Notes due July 6, 2022

Based on the Value of the S&P 500 ® Index

PRICING TERMS – DECEMBER 30, 2014 — Issuer:	Morgan Stanley
Issue price:	$10 per note (see “Commissions and issue price” below)
Stated principal amount:	$10 per note
Aggregate principal amount:	$7,722,960
Pricing date:	December 30, 2014
Original issue date:	January 5, 2015 (3 business days after the pricing date)
Maturity date:	July 6, 2022
Interest:	None
Underlying index:	S&P 500 ® Index
Payment at maturity:	The payment due at maturity per $10 stated principal amount will equal: $10 + supplemental redemption amount, if any. In no event will the payment at maturity be less than the stated principal amount or greater than the maximum payment at maturity.
Supplemental redemption amount:	(i) $10 times (ii) the index percent change times (iii) the participation rate, provided that the supplemental redemption amount will not be less than $0 or greater than $7.00 per note.
Participation rate:	100%
Maximum payment at maturity:	$17.00 per note (170% of the stated principal amount)
Index percent change:	(final index value – initial index value) / initial index value
Initial index value:	2,080.35, which is the index closing value on the pricing date
Final index value:	The index closing value on the determination date
Determination date:	June 30, 2022 , subject to postponement for non-index business days and certain market disruption events
CUSIP:	61764M158
ISIN:	US61764M1586
Listing:	The notes will not be listed on any securities exchange.
Agent:	Morgan Stanley & Co. LLC (“MS & Co.”), 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:	$9.44 per note. See “Investment Summary” in the accompanying preliminary terms.
Commissions and issue price:	Price to public (1)	Agent’s commissions and fees	Proceeds to issuer (4)
Per note	$10	$0.30 (2)
		$0.05 (3)	$9.65
Total	$7,722,960	$270,303.60	$7,452,656.40

(1) The actual price to public and agent’s commissions and fees for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of notes purchased by that investor. The lowest price payable by an investor is $9.90 per note. Please see “Syndicate Information” in the accompanying preliminary terms for further details.

(2) 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 $0.30 for each note 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 for equity-linked notes.

(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each note.

(4) See “Use of proceeds and hedging” in the accompanying preliminary terms.

“Standard & Poor’s ® ,” “S&P ® ,” “S&P 500 ® ,” “Standard & Poor’s 500” and “500” are trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and have been licensed for use by Morgan Stanley. The notes are not sponsored, endorsed, sold or promoted by S&P, and S&P makes no representation regarding the advisability of investing in the notes.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, 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.

EFPlaceholder Preliminary Terms No. 22 dated December 1, 2014

EFPlaceholder Product Supplement for Equity-Linked Notes dated November 19, 2014

Index Supplement dated November 19, 2014 Prospectus dated November 19, 2014

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.