Mirror Merger Sub 2 Form 4 EATON VANCE / Frederick S Marius 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^*

Marius Frederick S

(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
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2020

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								36,949	D
Voting Trust Receipt								18,623	D
Eaton Vance Corp. Common Stock (Voting)								18,623(1)	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
Restricted Stock Unit(2)	$0.0000	12/18/2020		A		823.51(3)		(4)	(4)	Eaton Vance Corp. Non-voting Common Stock	823.51	$0.0000	13,474.51	D
Option (right to buy)	$28.227							(5)	11/01/2022	Eaton Vance Corp. Non-voting Common Stock	8,668		8,668	D
Option (right to buy)	$34.84							(6)	11/01/2026	Eaton Vance Corp. Non-voting Common Stock	34,600		34,600	D
Option (right to buy)	$36.71							(7)	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	24,525		24,525	D
Option (right to buy)	$36.76							(8)	11/02/2025	Eaton Vance Corp. Non-voting Common Stock	28,602		28,602	D
Option (right to buy)	$41.9							(9)	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	12,628		12,628	D
Option (right to buy)	$45.5							(10)	11/01/2028	Eaton Vance Corp. Non-voting Common Stock	28,831		28,831	D
Option (right to buy)	$46.15							(11)	11/01/2029	Eaton Vance Corp. Non-voting Common Stock	30,018		30,018	D
Option (right to buy)	$50.67							(12)	11/01/2027	Eaton Vance Corp. Non-voting Common Stock	20,840		20,840	D

Explanation of Responses:

1. 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, 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, James H. Evans, Charles B. Reed, R. Kelly Williams, Craig P. Russ, John L. Shea, Lewis R. Piantedosi, Craig R. Brandon, Michael A. Cirami, Eric A. Stein, Andrew N. Sveen, Paul W. Bouchey, John Streur, Thomas B. Lee and Thomas C. Seto are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.

2. Each Restricted Stock Unit represents the right to receive one share of Non-Voting Stock

3. As dividends are paid with respect to Company Non-Voting Common Stock, a dividend equivalent will be credited with respect to the Participants Restricted Stock Unit Award outstanding on the dividend record date and reinvested in the form of additional Restricted Stock Units.

4. Granted on November 2, 2020 these units vest 50% on 11/02/2022 and 50% on 11/02/2023

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

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

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

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

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

10. Granted on November 1, 2018 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

11. Granted on November 1, 2019 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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

	Mark J. Bumann, Attorney-in-fact	12/22/2020
	** Signature of Reporting Person	Date
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