| 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*
(Street)
| 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)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 204,007.8408 | D | $0(1) | 0.0000 | D | |||
| Voting Trust Receipt | 03/01/2021 | D | 18,623 | D | $0(2) | 0.0000 | D | |||
| Eaton Vance Corp. Non-voting Common Stock | 03/01/2021 | D | 344 | D | $0(3) | 0.0000 | I | By Trust | ||
| Eaton Vance Corp. Common Stock (Voting) | 03/01/2021 | D | 18,623 | D | $0(2) | 0.0000 | I | By Voting Trust | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $28.227 | 03/01/2021 | D | 33,411 | (4) | 11/01/2022 | Eaton Vance Corp. Non-voting Common Stock | 33,411 | $44.773(4) | 0.0000 | D | ||||
| Option (right to buy) | $41.9 | 03/01/2021 | D | 91,760 | (5) | 11/01/2023 | Eaton Vance Corp. Non-voting Common Stock | 91,760 | $31.1(5) | 0.0000 | D | ||||
| Option (right to buy) | $34.84 | 03/01/2021 | D | 127,340 | (6) | 11/01/2026 | Eaton Vance Corp. Non-voting Common Stock | 127,340 | $38.16(6) | 0.0000 | D | ||||
| Option (right to buy) | $50.67 | 03/01/2021 | D | 79,660 | (7) | 11/01/2027 | Eaton Vance Corp. Non-voting Common Stock | 79,660 | $22.33(7) | 0.0000 | D | ||||
| Option (right to buy) | $45.5 | 03/01/2021 | D | 106,520 | (8) | 11/01/2028 | Eaton Vance Corp. Non-voting Common Stock | 106,520 | $27.5(8) | 0.0000 | D | ||||
| Option (right to buy) | $46.15 | 03/01/2021 | D | 111,876 | (9) | 11/01/2029 | Eaton Vance Corp. Non-voting Common Stock | 111,876 | $26.85(9) | 0.0000 | D | ||||
| Option (right to buy) | $36.76 | 03/01/2021 | D | 105,220 | (10) | 11/02/2025 | Eaton Vance Corp. Non-voting Common Stock | 105,220 | $36.24(10) | 0.0000 | D | ||||
| Option (right to buy) | $36.71 | 03/01/2021 | D | 108,580 | (11) | 11/03/2024 | Eaton Vance Corp. Non-voting Common Stock | 108,580 | $36.29(11) | 0.0000 | D | ||||
| Restricted Stock Unit(12) | $0.0000 | 03/01/2021 | D | 32,531.6 | (13) | (13) | Eaton Vance Corp. Non-voting Common Stock | 32,531.6 | (13) | 0.0000 | D | ||||
| Restricted Stock Unit(12) | $0.0000 | 03/01/2021 | D | 8,919 | (14) | 02/25/2024 | Eaton Vance Corp. Non-voting Common Stock | 8,919 | (14) | 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 $4,587,743.36 and 134,647 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger. |
| 2. Disposed of pursuant to the Merger Agreement in exchange for $418,139.75 and 12,270 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger. |
| 3. Disposed of pursuant to the Merger Agreement, in combination with the position disposed in footnote (1), in exchange for $4,587,743.36 and 134,647 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger. |
| 4. This option award, which was granted on November 1, 2012 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $1,495,907.70. |
| 5. This option award, which was granted on November 1, 2013 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $2,853,736.00. |
| 6. This option award, which was granted on November 1, 2016 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $4,859,294.40. |
| 7. This option award, which was granted on November 1, 2017 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $1,778,807.80. |
| 8. This option award, which was granted on November 1, 2018 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $2,929,300.00. |
| 9. This option award, which was granted on November 1, 2019 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $3,003,870.60. |
| 10. This option award, which was granted on November 1, 2015 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $3,813,172.80. |
| 11. This option award, which was granted on November 3, 2014 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $3,940,368.20. |
| 12. Each Restricted Stock Unit represents the right to receive one share of Non-Voting Stock. |
| 13. This Restricted Stock Unit award, which was granted on November 2, 2020 and provided for 50% of vesting on 11/02/2022 and 50% of vesting on 11/02/2023, was assumed by Morgan Stanley and converted into Restricted Stock Units relating to Morgan Stanley Common Stock. |
| 14. This Restricted Stock Unit award, which was granted on February 25, 2021 and provided for 50% of vesting on 02/25/2023 and 50% of vesting on 02/25/2024, was assumed by Morgan Stanley and converted into Restricted Stock Units relating to Morgan Stanley Common Stock. |
| 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. | ||
