MORGAN STANLEY — Capital/Financing Update 2016

Nov 15, 2016

November 2016 Pricing Sheet dated November 11, 2016 relating to Preliminary Terms No. 1,162 dated November 3, 2016 Registration Statement No. 333-200365 Filed pursuant to Rule 433

Structured Investments

Opportunities in U.S. Equities

Contingent Income Auto-Callable Securities due November 17, 2017

Based on the Performance of the iShares ® Nasdaq Biotechnology ETF

Principal at Risk Securities

PRICING TERMS – NOVEMBER 11, 2016 — Issuer:	Morgan Stanley
Underlying shares:	Shares of the iShares ® Nasdaq Biotechnology ETF (the “Fund”)
Aggregate principal amount:	$ 1,344,800
Stated principal amount:	$10 per security
Issue price:	$10 per security
Pricing date:	November 11, 2016
Original issue date:	November 16, 2016 (3 business days after the pricing date)
Maturity date:	November 17, 2017
Early redemption:	If, on any of the first three determination dates, the determination closing price of the underlying shares is greater than or equal to the initial share price, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date. No further payments will be made on the securities once they have been redeemed.
Early redemption payment:	The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the related determination date.
Determination
closing price:	The closing price of one underlying share on any determination date other than the final determination date times the adjustment factor on such determination date
Contingent quarterly coupon:	· If,
on any determination date, the determination closing price or the final share price, as applicable, is greater than or equal to
the downside threshold level, we will pay a contingent quarterly coupon at an annual rate of 9.60% (corresponding to approximately
$0.24 per quarter per security) on the related contingent payment date. · If,
on any determination date, the determination closing price or the final share price, as applicable, is less than the downside
threshold level, no contingent quarterly coupon will be paid with respect to that determination date.
Determination dates:	February 13, 2017, May 11, 2017, August 11, 2017 and November 14, 2017, subject to postponement for non-trading days and certain market disruption events. We also refer to November 14, 2017 as the final determination date.
Contingent payment dates:	With respect to each determination date other than the final determination date, the third business day after the related determination date. The payment of the contingent quarterly coupon, if any, with respect to the final determination date will be made on the maturity date.
Payment at maturity:	· If the final share price is greater than or equal to the downside threshold level:	(i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date
	· If the final share price is less than the downside threshold level:	(i) the stated principal amount multiplied by (ii) the share performance factor
Share performance factor:	The final share price divided by the initial share price
Adjustment
factor:	1.0, subject to adjustment in the event of certain events affecting the underlying shares
Downside
threshold level:	$230.456, which is equal to 80% of the initial share price
Initial
share price:	$288.07, which is equal to the closing price of one underlying share on the pricing date
Final
share price:	The closing price of one underlying share on the final determination date times the adjustment factor on such date
CUSIP:	61766A582
ISIN:	US61766A5829
Listing:	The securities 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:	$9.706 per security. See “Investment Summary” in the accompanying preliminary terms.
Commissions and issue price:	Price to public	Agent’s commissions and fees	Proceeds to issuer (3)
Per security	$10.00	$0.125 (1)
		$0.05 (2)	$9.825
Total	$1,344,800	$23,534	$1,321,266

(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 $0.125 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.

(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.

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.

Preliminary Terms No. 1,162 dated November 3, 2016

Product Supplement for Auto-Callable Securities dated February 29, 2016 Index Supplement dated February 29, 2016

Prospectus dated February 16, 2016

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.

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