Smith Winthrop H JR Form 4 Mirror Merger Sub 2 / WINTHROP H SMITH 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

SMITH WINTHROP H JR

(Last) (First) (Middle)

TWO INTERNATIONAL PLACE

EATON VANCE

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mirror Merger Sub 2, LLC [ EV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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	03/01/2021		D		27,000	D	$0(1)	0.0000	D
Eaton Vance Corp. Non-voting Common Stock	03/01/2021		D		6,900	D	$0(2)	0.0000	I	By Summit Ventures NE LLC(2)

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
Deferred Stock(3)	$0.0000	03/01/2021		D			9,372	(4)	(4)	Eaton Vance Corp. Non-voting Common Stock	9,372	$73(4)	0.0000	D
Option (right to buy)	$41.9	03/01/2021		D			4,045	11/01/2013	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	4,045	$31.1(5)	0.0000	D
Option (right to buy)	$34.84	03/01/2021		D			11,777	11/01/2016	11/01/2026	Eaton Vance Corp. Non-voting Common Stock	11,777	$38.16(6)	0.0000	D
Option (right to buy)	$36.76	03/01/2021		D			7,451	11/02/2015	11/02/2025	Eaton Vance Corp. Non-voting Common Stock	7,451	$36.24(7)	0.0000	D
Option (right to buy)	$36.71	03/01/2021		D			5,737	11/03/2014	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	5,737	$36.29(8)	0.0000	D
Phantom Stock(9)	$0.0000	03/01/2021		D			3,252	(10)	(10)	Eaton Vance Corp. Non-voting Common Stock	3,252	$73(10)	0.0000	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 7, 2020 (the Merger Agreement), by and among Issuer, Morgan Stanley, Mirror Merger Sub 1, Inc. and Mirror Merger Sub 2, LLC, in exchange for $606,249.94 and 17,789 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger.

2. The 6,900 shares reported as held Indirectly by Summit Ventures LLC had transfered to The Smith Family LLC and have been disposed of pursuant to the Merger Agreement in exchange for $154,936.52 and 4,546 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger.

3. Each Deferred Stock Unit is the economic equivalent of one share of non-voting common stock.

4. This Deferred Stock Unit award was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $684,156.00.

5. This option award, which was granted on November 1, 2013, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $125,799.50.

6. This option award, which was granted on November 1, 2016, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $449,410.32.

7. This option award, which was granted on November 2, 2015, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $270,024.24.

8. This option award, which was granted on November 3, 2014, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $208,195.73.

9. Each Phantom Stock Unit is the economic equivalent of one share of non-voting common stock.

10. This Phantom Stock Unit award, which was granted on November 1, 2017, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $237,396.00.

	Mark J. Bumann, Attorney-in-fact	03/03/2021
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.