Faust Thomas E JR Form 4 EATON VANCE / THOMAS E FAUST JR ownership change

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^*

FAUST THOMAS E JR

(Last) (First) (Middle)

TWO INTERNATIONAL PLACE

EATON VANCE

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EATON VANCE CORP [ EV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2016

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)
			Code	V	Amount	(A) or (D)	Price
Eaton Vance Corp. Non-voting Common Stock	10/31/2016		M		28,086	A	$29.3885	2,722,582	D
Eaton Vance Corp. Non-voting Common Stock	10/31/2016		S		25,537(1)	D	$35.3314	2,697,045	D
Voting Trust Receipt								74,277	D
Eaton Vance Corp. Non-voting Common Stock								6,200	I	by Child/Children
Eaton Vance Corp. Non-voting Common Stock								6,200	I	By Custodian For Children
Eaton Vance Corp. Common Stock (Voting)								74,277(2)	I	By Voting Trust
Eaton Vance Corp. Non-voting Common Stock								223,080	I	Stock Option Income Deferral

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$29.3885	10/31/2016		M			28,086	(3)	11/01/2016	Eaton Vance Corp. Non-voting Common Stock	28,086	$0.0000	0.0000	D
Option (right to buy)	$47.2305							(4)	11/01/2017	Eaton Vance Corp. Non-voting Common Stock	286,259		286,259	D
Option (right to buy)	$28.6858							(5)	11/01/2020	Eaton Vance Corp. Non-voting Common Stock	237,921		237,921	D
Option (right to buy)	$24.4595							(6)	11/01/2021	Eaton Vance Corp. Non-voting Common Stock	310,602		310,602	D
Option (right to buy)	$28.227							(7)	11/01/2022	Eaton Vance Corp. Non-voting Common Stock	258,412		258,412	D
Option (right to buy)	$41.9							(8)	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	221,260		221,260	D
Option (right to buy)	$27.495							(9)	11/02/2019	Eaton Vance Corp. Non-voting Common Stock	209,971		209,971	D
Option (right to buy)	$36.76							(10)	11/02/2025	Eaton Vance Corp. Non-voting Common Stock	358,340		358,340	D
Option (right to buy)	$21.4631							(11)	11/03/2018	Eaton Vance Corp. Non-voting Common Stock	243,945		243,945	D
Option (right to buy)	$36.71							(12)	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	342,640		342,640	D

Explanation of Responses:

1. Shares were sold to cover the exercise cost and tax liability associated with the exercise of a NQ stock option.

2. All shares of the Voting Stock of Eaton Vance Corp. are deposited and held of record in a Voting Trust of which Thomas E. Faust, Jeffrey P. Beale, Brian D. Langstraat, Maureen Gemma, Laurie G. Hylton, Frederick S. Marius, David C. McCabe, Payson F. Swaffield, Matthew J. Witkos, Edward J. Perkin, Daniel C. Cataldo, Cynthia J. Clemson, Scott H. Page, Michael W. Weilheimer, James H. Evans, Charles B. Reed, R. Kelly Williams, Craig P. Russ, John L. Shea, Lewis R. Piantedosi, Craig R. Brandon, Michael A. Cirami and Eric A. Stein are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.

3. Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

4. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

5. These options were granted on November 1, 2010 and vest over a 5 year period in increments of 10%,15%,20%,25% and 30%.

6. Granted on November 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.

7. Granted on November 1, 2012 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.

8. Granted on November 1, 2013 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

9. Granted on November 2, 2009, these options vest over a 5 year period in increments of 10%, 15%, 20,%, 25% and 30%.

10. Granted on November 2, 2015 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.

11. Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

12. Granted on November 3, 2014 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.

	Diane M. Tracey, Attorney-in-fact	11/01/2016
	** Signature of Reporting Person	Date
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