MORGAN STANLEY — Regulatory Filings 2013

Oct 15, 2013

October 2013 Pricing Sheet dated October 11, 2013 relating to Preliminary Terms No. 1,106 dated October 4, 2013 Registration Statement No. 333-178081 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Contingent Income Auto-Callable Securities Based on the Performance of the Common Stock of The Home Depot, Inc. due October 17, 2016, with Step-Up Redemption Threshold Level Feature

With the Coupon and Payment at Maturity subject to the Performance of the Common Stock of The Home Depot, Inc.

Principal at Risk Securities

PRICING TERMS – OCTOBER 11, 2013 — Issuer:	Morgan Stanley
Underlying stock:	The Home Depot, Inc. common stock
Aggregate principal amount:	$4,011,490
Stated principal amount:	$10 per security
Issue price:	$10 per security
Pricing date:	October 11, 2013
Original issue date:	October 17, 2013 (3 business days after the pricing date)
Maturity date:	October 17, 2016
Early redemption:	If, on any of the first eleven determination dates, the determination closing price of the underlying stock is greater than or equal to the then applicable redemption threshold level, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date.
Redemption threshold levels:	Determination dates:	Applicable redemption threshold level:
	1, 2, 3 and 4	$80.136, which is equal to 105% of the initial share price
	5, 6, 7 and 8	$83.952, which is equal to 110% of the initial share price
	9, 10 and 11	$87.768, which is equal to 115% of the initial share price
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 the underlying stock 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 8.30% (corresponding to approximately $0.2075 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:	January 12, 2014, April 12, 2014, July 12, 2014, October 12, 2014, January 12, 2015, April 12, 2015, July 12, 2015, October 12, 2015, January 12, 2016, April 12, 2016, July 12, 2016 and October 12, 2016, subject to postponement for non-trading days and certain market disruption events. We also refer to October 12, 2016 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) a number of shares of the underlying stock equal to the product of the exchange ratio and the adjustment factor, each as of the final determination date, or (ii) at our option, the cash value of such shares as of the final determination date
Exchange ratio:	0.13103, which is the stated principal amount divided by the initial share price
Adjustment factor:	1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
Downside threshold level:	$61.056, which is equal to 80% of the initial share price
Initial share price:	$76.32, which is equal to the closing price of the underlying stock on the pricing date
Final share price:	The closing price of the underlying stock on the final determination date times the adjustment factor on such date
CUSIP / ISIN:	61762W323 / US61762W3236
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:	$9.5854 per security. See “Investment Summary” in the accompanying preliminary terms.
Commissions and issue price:	Price to public	Agent’s commissions (1)	Proceeds to issuer (2)
Per security	$10	$0.225	$9.775
Total	$4,011,490	$90,258.525	$3,921,231.475

(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 $0.225 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) See “Use of proceeds and hedging” in the accompanying preliminary terms.

The securities 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 and prospectus, each of which can be accessed via the hyperlinks below.

Preliminary Terms No. 1,106 dated October 4, 2013

Product Supplement for Auto-Callable Securities dated October 19, 2012 Prospectus dated November 21, 2011

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 the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.