8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

April 15, 2021

MORGAN STANLEY

(Exact Name of Registrant

as Specified in Charter)

Registrant’s telephone number, including

area code: (212) 761-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered

pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation orBylaws; Change in Fiscal Year.

On April 15, 2021, Morgan Stanley (the “Registrant”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware to eliminate its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J (the “Series J Preferred Stock”), which was redeemed by the Registrant on April 15, 2021. The Certificate of Elimination (a) eliminated the previous designation of 60,000 shares of Series J Preferred Stock, none of which were outstanding at the time of filing, (b) upon such elimination, caused such shares of Series J Preferred Stock to resume their status as undesignated shares of preferred stock of the Registrant, and (c) eliminated from the Amended and Restated Certificate of Incorporation of the Registrant all references to the Series J Preferred Stock. A copy of the Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF ELIMINATION OF

THE FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES J,

OF

MORGAN STANLEY

Pursuant to Section 151(g)

of the General Corporation Law

of the State of Delaware

Morgan Stanley, a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.       That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of 60,000 (sixty thousand) shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J, par value $0.01 per share, liquidation preference $25,000 per share (the “Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on March 18, 2015, filed a Certificate of Designation with respect to such Preferred Stock in the office of the Secretary of State of the State of Delaware.

2.       That, pursuant to the authority conferred upon the Preferred Stock Financing Committee of the Board of Directors of the Company (the “PreferredStock Financing Committee”) by the Board of Directors of the Company, the Preferred Stock Financing Committee has adopted resolutions authorizing the issuance of said Preferred Stock (including the terms upon which said Preferred Stock shall be redeemable), including resolutions authorizing each officer of the Company to take any and all actions, to execute and deliver any and all documents, agreements and instruments and to take any and all steps deemed by any such officer to be necessary or desirable to carry out the purpose and intent of such resolutions, which includes the execution and filing of this Certificate, and said Preferred Stock has been redeemed by the Company.

3.       That no shares of said Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designation.

4.       That, accordingly, all matters set forth in the Certificate of Designation with respect to the Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Company.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its duly authorized officer this 15^th^ day of April, 2021.

[Signature Page to Series J Certificate of Elimination]