Mirror Merger Sub 2 Form 4 Mirror Merger Sub 2 / LAURIE G HYLTON 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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X

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^*

HYLTON LAURIE G

(Last) (First) (Middle)

TWO INTERNATIONAL PLACE

EATON VANCE

(Street)

BOSTON MA 02110

(City) (State) (Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

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)

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	03/01/2021		D		208,401	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		9,080	D	$0(3)	0.0000	I	By Custodian For Children
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)
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			20,861	(4)	11/01/2022	Eaton Vance Corp. Non-voting Common Stock	20,861	$44.773(4)	0.0000	D
Option (right to buy)	$41.9	03/01/2021		D			32,240	(5)	11/01/2023	Eaton Vance Corp. Non-voting Common Stock	32,240	$31.1(5)	0.0000	D
Option (right to buy)	$34.84	03/01/2021		D			58,380	(6)	11/01/2026	Eaton Vance Corp. Non-voting Common Stock	58,380	$38.16(6)	0.0000	D
Option (right to buy)	$50.67	03/01/2021		D			34,840	(7)	11/01/2027	Eaton Vance Corp. Non-voting Common Stock	34,840	$22.33(7)	0.0000	D
Option (right to buy)	$45.5	03/01/2021		D			55,104	(8)	11/01/2028	Eaton Vance Corp. Non-voting Common Stock	55,104	$27.5(8)	0.0000	D
Option (right to buy)	$46.15	03/01/2021		D			51,915	(9)	11/01/2029	Eaton Vance Corp. Non-voting Common Stock	51,915	$26.85(9)	0.0000	D
Option (right to buy)	$36.76	03/01/2021		D			51,000	(10)	11/02/2025	Eaton Vance Corp. Non-voting Common Stock	51,000	$36.24(10)	0.0000	D
Option (right to buy)	$36.71	03/01/2021		D			51,360	(11)	11/03/2024	Eaton Vance Corp. Non-voting Common Stock	51,360	$36.29(11)	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 $4,678,634.65 and 137,315 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 exchange for $203,908.42 and 5,982 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 $934,007.68.

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 $1,002,664.00.

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 $2,227,780.80.

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 $777,977.20.

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 $1,515,360.00.

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 $1,393,917.75.

10. This option award, which was granted on November 2, 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 $1,848,240.00.

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 $1,863,854.40.

	Mark J. Bumann, Attorney-in-fact	03/03/2021
	** Signature of Reporting Person	Date
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