MORGAN STANLEY — Capital/Financing Update 2016

Dec 13, 2016

Morgan Stanley Finance LLC December 2016 Pricing Sheet dated December 9, 2016 relating to Preliminary Terms No. 1,212 dated December 7, 2016 Registration Statement Nos. 333-200365; 333-200365-12 Filed pursuant to Rule 433

Structured Investments

Opportunities in U.S. Equities

Dual Directional Trigger Jump Securities Based on the Performance of the S&P 500 ® Index due January 4, 2022

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

| PRICING TERMS – DECEMBER
9, 2016 — Issuer: | Morgan Stanley
Finance LLC | | |
| --- | --- | --- | --- |
| Guarantor: | Morgan Stanley | | |
| Maturity
date: | January 4, 2022 | | |
| Valuation
date: | December 30, 2021, subject to postponement for
non-index business days and certain market disruption events | | |
| Underlying
index: | S&P 500 ® Index | | |
| Aggregate
principal amount: | $3,303,000 | | |
| Payment at maturity: | · If
the final index value is greater than or equal to the initial index value: $10 + the greater of (i) $10 × the index percent change and (ii) the upside payment · If
the final index value is less than the initial index value but is greater than or equal to the trigger level: $10 + ($10 x
absolute index return) In this scenario,
you will receive a 1% positive return on the securities for each 1% negative return on the underlying index. In no event
will this amount exceed the stated principal amount plus $3.00. · If
the final index value is less than the trigger level: $10 ×
index performance factor Under these
circumstances, the payment at maturity will be less than the stated principal amount of $10, and will represent a loss
of more than 30%, and possibly all, of your investment. | | |
| Upside
payment: | $2.825 per security (28.25% of the stated principal
amount) | | |
| Index
percent change: | (final index value –
initial index value) / initial index value | | |
| Absolute
index return: | The absolute value of the index percent change. For
example, a -5% index percent change will result in a +5% absolute index return. | | |
| Index
performance factor: | final index value / initial
index value | | |
| Initial
index value: | 2,259.53, which is the index closing value on
the pricing date | | |
| Final
index value: | The index closing value on the valuation date | | |
| Trigger
level: | 1,581.671, which is 70% of the initial index value | | |
| Stated
principal amount / Issue price: | $10 per security | | |
| Pricing
date: | December 9, 2016 | | |
| Original
issue date: | December 14, 2016 (3 business days after the pricing
date) | | |
| CUSIP
/ ISIN: | 61766F706 / US61766F7069 | | |
| 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: | $9.469 per security. See “Investment Summary”
in the accompanying preliminary terms. | | |
| Commissions
and issue price: | Price
to public | Agent’s commissions | Proceeds to us (3) |
| Per
security | $10 | $0.30 (1) | |
| | | $0.05 (2) | $9.65 |
| Total | $3,303,000 | $115,605 | $3,187,395 |

(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 $0.30 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 for Jump Securities.

(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.

“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 securities are not sponsored, endorsed, sold or promoted by S&P, and S&P makes no representation regarding the advisability of investing in the securities.

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.

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.

References to “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Preliminary Terms No. 1212 dated December 7, 2016

Product Supplement for Jump Securities 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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