Matthew J Witkos Form 4 EATON VANCE / Matthew J Witkos 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^*

Witkos Matthew J

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Pres & CEO EV Distributors Inc

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2017

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	11/01/2017		A		25,460(1)	A	$0.0000	231,185	D
Eaton Vance Corp. Non-voting Common Stock	11/01/2017		F		1,198(2)	D	$50.67	229,987	D
Eaton Vance Corp. Non-voting Common Stock	11/01/2017		F		5,031(2)	D	$50.67	224,956	D
Voting Trust Receipt								18,623	D
Eaton Vance Corp. Common Stock (Voting)								18,623(3)	I	By Voting Trust

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)	$50.67	11/01/2017		A		79,660		(4)	11/01/2027	Eaton Vance Corp. Non-voting Common Stock	79,660	$0.0000	79,660	D
Option (right to buy)	$24.4595							(5)	11/01/2021	Eaton Vance Corp. Non-voting Common Stock	4,088		4,088	D
Option (right to buy)	$28.227							(6)	11/01/2022	Eaton Vance Corp. Non-voting Common Stock	33,411		33,411	D
Option (right to buy)	$28.6858							(7)	11/01/2020	Eaton Vance Corp. Non-voting Common Stock	30,673		30,673	D
Option (right to buy)	$34.84							(8)	11/01/2026	Eaton Vance Corp. Non-voting Common Stock	127,340		127,340	D
Option (right to buy)	$36.71							(9)	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	108,580		108,580	D
Option (right to buy)	$36.76							(10)	11/02/2025	Eaton Vance Corp. Non-voting Common Stock	105,220		105,220	D
Option (right to buy)	$41.9							(11)	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	91,760		91,760	D

Explanation of Responses:

1. Restricted Stock Award granted under the Eaton Vance Corp. 2013 Omnibus Incentive Plan.

2. Shares were withheld to cover tax liability associated with Restricted Stock Award vesting.

3. 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.

4. Granted on November 1, 2017 these options vest over a 5-year period in increments of 10%, 15%, 20%, 25%, and 30%.

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

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

7. Granted on November 1, 2010, these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.

8. Granted on November 1, 2016 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

9. Granted on November 3, 2014 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 1, 2013 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

	Mark J. Bumann, Attorney-in-fact	11/03/2017
	** Signature of Reporting Person	Date
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