Filing Details

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

MORGAN STANLEY

 

(Name of Issuer)

Common Stock, par value $0.01 per Share

 

(Title of Class of Securities)

617446448

 

(CUSIP Number)

Keisuke Ito

Managing Director

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8330

Japan

81-3-3240-1111

 

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

December 10, 2020

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 617446448		13D

 

1.		NAME OF REPORTING PERSON:                   MITSUBISHI UFJ FINANCIAL GROUP, INC.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐         (b)  ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (See Instructions):                   N/A
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)						☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION:                   TOKYO, JAPAN

NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH				7.		SOLE VOTING POWER:   20.9%**
				8.		SHARED VOTING POWER:                   N/A
				9.		SOLE DISPOSITIVE POWER:   20.9%**
				10.		SHARED DISPOSITIVE POWER:                   N/A

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   378,289,711 shares**
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)						☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   20.9%**
14.		TYPE OF REPORTING PERSON (See Instructions):                   CO

 

**

Includes 1,204,544 shares of common stock of Morgan Stanley that certain affiliates of the reporting person held solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts as of December 8, 2020. Such shares represent approximately 0.07% of the 20.9% reported in row 13 above. The reporting person disclaims beneficial ownership of such shares, and the inclusion of such shares in this statement shall not be construed as an admission that the reporting person is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.

This statement (this Amendment) amends the Statement of Beneficial Ownership on Schedule 13D, filed on October 23, 2008, as amended by the first amendment thereto, filed on October 30, 2008, the second amendment thereto, filed on May 22, 2009, the third amendment thereto, filed on June 11, 2009, the fourth amendment thereto, filed on April 1, 2010, the fifth amendment thereto, filed on May 3, 2010, the sixth amendment thereto, filed on November 9, 2010, the seventh amendment thereto, filed on April 25, 2011, the eighth amendment thereto, filed on July 1, 2011, the ninth amendment thereto, filed on October 4, 2013, the tenth amendment thereto, filed on April 7, 2016, the eleventh amendment thereto, filed on November 28, 2017, the twelfth amendment thereto, filed on March 5, 2018, the thirteenth amendment filed on April 18, 2018, the fourteenth amendment filed on October 4, 2018, the fifteenth amendment filed on September 20, 2019 and the sixteenth amendment filed on October 28, 2020 (the Schedule 13D), by Mitsubishi UFJ Financial Group, Inc. (MUFG), a joint stock company incorporated in Japan, with respect to shares of common stock (the Common Stock) of Morgan Stanley, a Delaware corporation (the Company). Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

In addition to the 377,085,167 shares of Common Stock held by MUFG directly, as of December 8, 2020, certain affiliates of MUFG held in the aggregate 1,204,544 shares of Common Stock (the Managed Shares) solely in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts. MUFG disclaims beneficial ownership of the Managed Shares, and the inclusion of the Managed Shares in this Amendment shall not be construed as an admission that MUFG is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.

Item 4: Purpose of Transaction

On April 18, 2018, MUFG entered into a sales plan (the Plan) with the Company and Morgan Stanley & Co. LLC (MS & Co.) to sell shares of Common Stock to the Company, through its agent MS & Co., as part of the Companys share repurchase program. The Plan was filed as Exhibit 20 to the thirteenth amendment to the Schedule 13D.

On December 10, 2020, the Company provided written notice to MUFG pursuant to Paragraph F.2(i) of the Plan to suspend the Plan effective immediately.

Item 5. Interest in Securities of the Issuer

(a) Rows (7) through (11) and (13) of the cover pages to this Amendment are hereby incorporated by reference. For purposes of calculating the percentages set forth on the cover pages of this Amendment, the number of shares outstanding is assumed to be 1,809,198,248 as of November 3, 2020 (as reported on Morgan Stanleys Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 3, 2020).

As of December 11, 2020, MUFG beneficially owns 377,085,167 shares of Common Stock.

In addition, MUFG may be deemed to be the beneficial owner of the Managed Shares. MUFG disclaims beneficial ownership of the Managed Shares, and the inclusion of the Managed Shares in this Amendment shall not be construed as an admission that MUFG is, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of such shares.

The shares of Common Stock beneficially owned by MUFG (if MUFG is deemed to have beneficial ownership over the Managed Shares) represent approximately 20.9% of the shares of Common Stock assumed to be outstanding as of December 8, 2020.

(b) Subject to the right of clients to withdraw their assets, including the Managed Shares managed by MUFGs affiliates, MUFG has the sole power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by it as indicated in rows (7) through (11) and (13) of the cover pages to this Amendment.

(c) Except for the transactions disclosed in Item 5(c) of the sixteenth amendment to the Schedule 13D, neither MUFG nor, to its knowledge, any of its directors or executive officers has engaged in any transactions in shares of Common Stock in the past 60 days except transactions in a fiduciary capacity.

(d) No other person is known by MUFG to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by MUFG, except that, if MUFG is deemed to have beneficial ownership of the Managed Shares, dividends and the proceeds from the sale of Managed Shares will be the property of the customers for whom such Managed Shares are managed.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made in this Amendment to Exhibit 20 of the thirteenth amendment to the Schedule 13D with respect to the suspension of sales by MUFG of Shares of Common Stock of Morgan Stanley under the Plan.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2020

 

MITSUBISHI UFJ FINANCIAL GROUP, INC.
By:		/s/ Keisuke Ito
Name:		Keisuke Ito
Title:		Managing Director