Berman Ann E Form 4 EATON VANCE / ANN E BERMAN 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^*

BERMAN ANN E

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2016

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

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
Phantom Stock(1)	$0.0000	11/15/2016		A		12(2)		11/02/2017	11/02/2017	Eaton Vance Corp. Non-voting Common Stock	12	$0.0000	1,546	D
Option (right to buy)	$34.84							11/01/2016	11/01/2026	Eaton Vance Corp. Non-voting Common Stock	11,777		11,777	D
Option (right to buy)	$36.71							11/03/2014	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	5,737		5,737	D
Option (right to buy)	$36.76							11/02/2015	11/02/2025	Eaton Vance Corp. Non-voting Common Stock	7,451		7,451	D
Option (right to buy)	$41.9							11/01/2013	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	4,045		4,045	D
Option (right to buy)	$47.2305							11/01/2007	11/01/2017	Eaton Vance Corp. Non-voting Common Stock	6,865		6,865	D
Phantom Stock(1)	$0.0000							11/01/2018	11/01/2018	Eaton Vance Corp. Non-voting Common Stock	2,009		2,009	D

Explanation of Responses:

1. Each share of Phantom Stock is the economic equivalent of one share of non-voting common stock. The shares of Phantom Stock become payable in cash at the earlier of the second anniversary of the grant date or the date of the non-employee director's termination.

2. As dividends are paid with respect to Company Non-Voting Common Stock, a number of units of Phantom Stock with a current value equal to the amount of the dividend will be allocated to the account of each non-employee Director with respect to each unit of Phantom Stock Awarded at the time such dividends are paid to the stock holders of the Company.

	Diane M. Tracey, Attorney-in-fact	11/17/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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