MORGAN STANLEY — Capital/Financing Update 2016

Dec 2, 2016

November 2016

Pricing Sheet dated November 30, 2016 relating to

Preliminary Terms No. 1,171 dated November 15, 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

Buffered PLUS Based on the Value of the S&P 500 ® Index due June 5, 2019

Buffered Performance Leveraged Upside Securities SM

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

| PRICING Terms
– NOVEMBER 30, 2016 | |
| --- | --- |
| Issuer: | Morgan Stanley Finance LLC |
| Guarantor: | Morgan Stanley |
| Maturity date: | June 5, 2019 |
| Underlying index: | S&P 500 ® Index |
| Aggregate principal amount: | $7,962,720 |
| Payment at maturity per Buffered PLUS: | If the final index value is greater than the initial index value: $10 + leveraged upside payment In no event will the payment at maturity exceed the maximum
payment at maturity If the final index value is less than or equal to the initial
index value but has decreased from the initial index value by an amount less than or equal to the buffer amount of 10%: $10 If the final index value is less than the initial index value
and has decreased from the initial index value by an amount greater than the buffer amount of 10%: ($10 x the index performance factor) + $1 Under these circumstances, the payment at maturity will be
less than the stated principal amount of $10. However, under no circumstances will the Buffered PLUS pay less than $1.00 per Buffered
PLUS at maturity. |
| Leveraged upside payment: | $10 × leverage factor × index percent increase |
| Index percent increase: | (final index value – initial index value) / initial index value |
| Initial index value: | 2,198.81, which is the index closing value on the pricing date |
| Final index value: | The index closing value on the valuation date |
| Valuation date: | May 31, 2019, subject to postponement for non-index business days and certain market disruption events |
| Leverage factor: | 200% |
| Buffer amount: | 10%. As a result of the buffer amount of 10%, the value at or above which the underlying index must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS is 1,978.929, which is 90% of the initial index value. |
| Minimum payment at maturity: | $1.00 per Buffered PLUS (10% of the stated principal amount) |
| Index performance factor: | Final index value divided by the initial index value |
| Maximum payment at maturity: | $11.90 per Buffered PLUS (119.00% of the stated principal amount) |
| Stated principal amount: | $10 per Buffered PLUS |
| Issue price: | $10 per Buffered PLUS (see “Commissions and issue price” below) |
| Pricing date: | November 30, 2016 |
| Original issue date: | December 5, 2016 (3 business days after the pricing date) |
| CUSIP: | 61766F565 |
| ISIN: | US61766F5659 |
| Listing: | The Buffered PLUS 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: | $9.559 per Buffered PLUS. 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 Buffered PLUS	$10	$0.25 (1)
		$0.05 (2)	$9.70
Total	$7,962,720	$238,881.60	$7,723,838.40

| (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 $0.25
for each Buffered PLUS 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 PLUS. |
| --- | --- |
| (2) | Reflects a structuring fee payable
to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each
Buffered PLUS. |
| (3) | 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 and Poor’s Financial Services LLC and have been licensed for use by S&P Dow Jones Indices LLC and Morgan Stanley. For more information, see “S&P 500 ® Index” in the accompanying index supplement.

The Buffered PLUS 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. 1,171 dated November 15, 2016

Product Supplement for PLUS dated February 29, 2016 Index Supplement 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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