Sec Form 4 Filing - MITSUBISHI UFJ FINANCIAL GROUP INC @ MORGAN STANLEY - 2014-04-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MITSUBISHI UFJ FINANCIAL GROUP INC
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)
(Last)
(First)
(Middle)
7-1, MARUNOUCHI 2-CHOME, CHIYODA-KU
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2014
(Street)
TOKYO, M0100-8330
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MITSUBISHI UFJ FINANCIAL GROUP INC
7-1, MARUNOUCHI 2-CHOME, CHIYODA-KU
TOKYO, M0100-8330
X
Signatures
/s/ Masato Watanabe, Managing Director 09/20/2019
** Signature of Reporting Person Date
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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