Mirror Merger Sub 2 Form 4 EATON VANCE / THOMAS E FAUST 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

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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^*

FAUST THOMAS E JR

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021

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	11/01/2020		A	V	365(1)	A	$30.789	3,145,343	D
Voting Trust Receipt								74,277	D
Eaton Vance Corp. Non-voting Common Stock								6,200	I	by Child/Children
Eaton Vance Corp. Common Stock (Voting)								74,277(2)	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(3)	$0.0000	02/25/2021		A		28,454		(4)	02/25/2024	Eaton Vance Corp. Non-voting Common Stock	28,454	$0.0000	28,454	D
Option (right to buy)	$24.4595							(5)	11/01/2021	Eaton Vance Corp. Non-voting Common Stock	310,602		310,602	D
Option (right to buy)	$28.227							(6)	11/01/2022	Eaton Vance Corp. Non-voting Common Stock	258,412		258,412	D
Option (right to buy)	$34.84							(7)	11/01/2026	Eaton Vance Corp. Non-voting Common Stock	446,700		446,700	D
Option (right to buy)	$36.71							(8)	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	342,640		342,640	D
Option (right to buy)	$36.76							(9)	11/02/2025	Eaton Vance Corp. Non-voting Common Stock	358,340		358,340	D
Option (right to buy)	$41.9							(10)	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	221,260		221,260	D
Option (right to buy)	$45.5							(11)	11/01/2028	Eaton Vance Corp. Non-voting Common Stock	314,940		314,940	D
Option (right to buy)	$46.15							(12)	11/01/2029	Eaton Vance Corp. Non-voting Common Stock	331,065		331,065	D
Option (right to buy)	$50.67							(13)	11/01/2027	Eaton Vance Corp. Non-voting Common Stock	233,440		233,440	D
Restricted Stock Unit(3)	$0.0000							(14)	(14)	Eaton Vance Corp. Non-voting Common Stock	102,762.99		102,762.99	D

Explanation of Responses:

1. These shares were acquired under the 2013 Nonqualified Employee Stock Purchase plan, which is a 16b-3 Plan.

2. 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.

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

4. Granted on February 25, 2021 these units vest 50% on 02/25/2023 and 50% on 02/25/2024.

5. Granted on November 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 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, 2016 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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

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

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

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

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

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

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

	Mark J. Bumann, Attorney-in-fact	02/26/2021
	** Signature of Reporting Person	Date
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