Morgan Stanley Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MITSUBISHI UFJ FINANCIAL GROUP INC

(Last)

(First)

(Middle)

7-1, MARUNOUCHI 2-CHOME, CHIYODA-KU

(Street)

TOKYO

100-8330

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MORGAN STANLEY [ MS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	04/23/2014		P		125,000	A	$1.013	125,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	05/06/2014		S		125,000	D	$1.016	0	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/21/2014		P		210,000	A	$1.02	210,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/21/2014		S		210,000	D	$1.06	0	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/04/2014		P		210,000	A	$1.02	210,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/04/2014		S		210,000	D	$1.06	0	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/05/2014		P		140,000	A	$1.01	140,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/05/2014		S		140,000	D	$1.05	0	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/15/2014		S		49,000	D	$1.005	49,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/16/2014		S		100,000	D	$1.004	149,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/18/2014		P		70,000	A	$1.01	79,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/18/2014		S		70,000	D	$1.05	149,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/24/2014		S		20,000	D	$1.003	169,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/25/2014		P		250,000	A	$0.999	81,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/25/2014		S		65,000	D	$1.001	16,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/26/2014		P		280,000	A	$1	296,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	09/26/2014		S		280,000	D	$1.04	16,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/09/2014		P		140,000	A	$1.01	156,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/09/2014		S		140,000	D	$1.05	16,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/10/2014		P		70,000	A	$1.01	86,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/10/2014		S		135,000	D	$1.008	49,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/10/2014		S		70,000	D	$1.05	119,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/17/2014		P		70,000	A	$1	49,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/17/2014		S		70,000	D	$1.04	119,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/22/2014		P		150,000	A	$1.005	31,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	10/24/2014		S		70,000	D	$1.005	39,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	11/07/2014		P		140,000	A	$1	101,000	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	11/07/2014		S		140,000	D	$1.04	39,000⁽⁶⁾	I	Through Subsidiary⁽⁵⁾
Non-Cumulative Preferred Stock, Series H⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	11/18/2014		P		39,000	A	$1.009	0	I	Through Subsidiary⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Total Rate of Return Basket Swap (put equivalent position)	$53.17⁽⁷⁾	04/03/2018		J/K			130,000	⁽⁷⁾	06/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$51.08⁽⁷⁾	05/03/2018		J/K⁽⁸⁾		130,000		⁽⁷⁾	06/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$51.08⁽⁷⁾	05/03/2018		J/K⁽⁸⁾			130,000	⁽⁷⁾	06/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$51.55⁽⁷⁾	06/04/2018		J/K⁽⁹⁾		130,000		⁽⁷⁾	06/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$51.55⁽⁷⁾	06/04/2018		J/K			130,000	⁽⁷⁾	09/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$46.7⁽⁷⁾	07/05/2018		J/K⁽⁸⁾		130,000		⁽⁷⁾	09/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$46.7⁽⁷⁾	07/05/2018		J/K⁽⁸⁾			130,000	⁽⁷⁾	09/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$49.99⁽⁷⁾	08/06/2018		J/K⁽⁸⁾		130,000		⁽⁷⁾	09/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$49.99⁽⁷⁾	08/06/2018		J/K⁽⁸⁾			130,000	⁽⁷⁾	09/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$48.71⁽⁷⁾	09/04/2018		J/K⁽⁹⁾		130,000		⁽⁷⁾	⁽⁹⁾	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$48.71⁽⁷⁾	09/04/2018		J/K			130,000	⁽⁷⁾	12/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$47.27⁽⁷⁾	10/04/2018		J/K⁽⁸⁾		130,000		⁽⁷⁾	12/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$47.27⁽⁷⁾	10/04/2018		J/K⁽⁸⁾			130,000	⁽⁷⁾	12/04/2018	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Call Option (obligation to sell)⁽¹⁰⁾	$46	11/05/2018		S			7,000⁽¹¹⁾	11/05/2018	01/18/2019	Common Shares	700,000	$242	7,000⁽¹¹⁾	I	Through Subsidiary
Put Option(right to sell)⁽¹²⁾	$46	11/05/2018		P		7,000⁽¹¹⁾		11/05/2018	01/18/2019	Common Shares	700,000	$217	7,000⁽¹¹⁾	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$45.82⁽⁷⁾	11/05/2018		J/K⁽⁹⁾		130,000		⁽⁷⁾	⁽⁹⁾	Common Shares	130,000	⁽⁷⁾	130,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$45.73⁽¹³⁾	11/09/2018		J/K			38,000	⁽¹³⁾	12/17/2018	Common Shares	38,000	⁽¹³⁾	38,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$44.41⁽¹³⁾	11/19/2018		J/K⁽⁸⁾		38,000		⁽¹³⁾	12/17/2018	Common Shares	38,000	⁽¹³⁾	38,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$44.41⁽¹³⁾	11/19/2018		J/K⁽⁸⁾			38,000	⁽¹³⁾	12/17/2018	Common Shares	38,000	⁽¹³⁾	38,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$44.05⁽¹³⁾	11/27/2018		J/K⁽⁸⁾		38,000		⁽¹³⁾	12/17/2018	Common Shares	38,000	⁽¹³⁾	38,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$44.05⁽¹³⁾	11/27/2018		J/K⁽⁸⁾			38,000	⁽¹³⁾	12/17/2018	Common Shares	38,000	⁽¹³⁾	38,000	I	Through Subsidiary
Total Rate of Return Basket Swap (put equivalent position)	$39.6⁽¹³⁾	12/17/2018		J/K⁽⁹⁾		38,000		⁽¹³⁾	⁽⁹⁾	Common Shares	38,000	⁽¹³⁾	38,000	I	Through Subsidiary

Explanation of Responses:

1. By virtue of its right to appoint two directors to the Board of Directors of Morgan Stanley, the Reporting Person is also director of Morgan Stanley by deputization.

2. Each reported share of the Series H and J Preferred stock, as applicable, represents $1 of liquidation value of that security. Each reported share of the Series I Preferred stock represents $25 of liquidation value of that security. Amounts shown in Column 5 of Item I are aggregated for Series H and J Preferred stock which are deemed to be the same class of securities. Series I Preferred stock amounts are reported separately.

3. Reflects the Reporting Person's pecuniary interest in transactions effected by its subsidiaries.

4. The Reporting Person has disgorged the profits realized by these transactions to the Issuer, including all transactions as to which the Reporting Person has disclaimed beneficial ownership and all transactions and securities which the Reporting Person has disclaimed being subject to Section 16.

5. The Reporting Person is continuing to review its trading activity in Morgan Stanley equity securities, and will make further disclosures should it determine that it is necessary to do so.

6. This number is negative.

7. On April 3, 2018, the Reporting Person entered into a total rate of return basket swap with a counterparty under which, upon each reset and expiration of the agreement (i) the Reporting Person was obligated to pay in cash to the counterparty any increase in the market value of shares of common stock at such reset date or expiration compared to the previous reset dates (or, in the case of the first reset date, the trade date), (ii) the counterparty was obligated to pay in cash to the Reporting Person the absolute value of any decrease in the market value of shares of common stock and (iii) the counterparty was also obligated to pay to the Reporting Person an "interest" on the notional amount of the agreement at the LIBOR rate plus spread. The Reporting Person disclaims that this total rate of return basket swap is subject to Section 16.

8. Reflects an amendment of an outstanding total rate of return basket swap. The Reporting Person disclaims that this amendment and the total rate of return basket swap is subject to Section 16.

9. Reflects cash settlement of an outstanding total rate of return basket swap. The Reporting Person disclaims that this total rate of return basket swap is subject to Section 16.

10. The expiration of this call option was previously reported by the Reporting Person.

11. Each option contract represents 100 Common Shares.

12. The exercise of this put option was previously reported by the Reporting Person.

13. On November 9, 2018, the Reporting Person entered into a total rate of return basket swap with a counterparty under which, upon each reset and expiration of the agreement (i) the Reporting Person was obligated to pay in cash to the counterparty any increase in the market value of shares of common stock at such reset date or expiration compared to the previous reset dates (or, in the case of the first reset date, the trade date), (ii) the counterparty was obligated to pay in cash to the Reporting Person the absolute value of any decrease in the market value of shares of common stock and (iii) the counterparty was also obligated to pay to the Reporting Person an "interest" on the notional amount of the agreement at the LIBOR rate plus spread. The Reporting Person disclaims that this total rate of return basket swap is subject to Section 16.

Remarks:

Balance of trades included in attached schedule. (See Exhibit 99)

	/s/ Masato Watanabe, Managing Director	09/20/2019
	** Signature of Reporting Person	Date
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Morgan Stanley (MS) Form 4Change in insider ownership