SEC FORM 4

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^*

SMITH WINTHROP H JR

(Last)

(First)

(Middle)

TWO INTERNATIONAL PLACE

EATON VANCE

(Street)

BOSTON

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Eaton Vance Corp. Non-voting Common Stock	03/01/2013		M		12,295	A	$18.5301	18,295	D
Eaton Vance Corp. Non-voting Common Stock	03/01/2013		S		12,295	D	$37.9187	6,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$18.5301	12/14/2012		A	V	12,295		⁽¹⁾	04/14/2014	Eaton Vance Corp. Non-voting Common Stock	12,295	$0.0000	12,295	D
Option (right to buy)	$26.9191	12/14/2012		A	V	8,402		⁽¹⁾	12/16/2015	Eaton Vance Corp. Non-voting Common Stock	8,402	$0.0000	8,402	D
Option (right to buy)	$24.7816	12/14/2012		A	V	12,295		⁽¹⁾	12/17/2014	Eaton Vance Corp. Non-voting Common Stock	12,295	$0.0000	12,295	D
Option (right to buy)	$29.3885	12/14/2012		A	V	8,197		11/01/2006	11/01/2016	Eaton Vance Corp. Non-voting Common Stock	8,197	$0.0000	8,197	D
Option (right to buy)	$47.2305	12/14/2012		A	V	6,865		11/01/2007	11/01/2017	Eaton Vance Corp. Non-voting Common Stock	6,865	$0.0000	6,865	D
Option (right to buy)	$28.6858	12/14/2012		A	V	4,902		11/01/2010	11/01/2020	Eaton Vance Corp. Non-voting Common Stock	4,902	$0.0000	4,902	D
Option (right to buy)	$24.4595	12/14/2012		A	V	6,420		11/01/2011	11/01/2021	Eaton Vance Corp. Non-voting Common Stock	6,420	$0.0000	6,420	D
Option (right to buy)	$28.227	12/14/2012		A	V	5,680		11/01/2012	11/01/2022	Eaton Vance Corp. Non-voting Common Stock	5,680	$0.0000	5,680	D
Option (right to buy)	$27.495	12/14/2012		A	V	4,883		11/02/2009	11/02/2019	Eaton Vance Corp. Non-voting Common Stock	4,883	$0.0000	4,883	D
Option (right to buy)	$21.4631	12/14/2012		A	V	5,943		11/03/2008	11/03/2018	Eaton Vance Corp. Non-voting Common Stock	5,943	$0.0000	5,943	D
Option (right to buy)	$18.5301	03/01/2013		M			12,295	⁽¹⁾	04/14/2014	Eaton Vance Corp. Non-voting Common Stock	12,295	$0.0000	0.0000	D
Phantom Stock	$0.0000							11/01/2013	11/01/2013	Eaton Vance Corp. Non-voting Common Stock	2,133		2,133	D
Phantom Stock	$0.0000							11/01/2014	11/01/2014	Eaton Vance Corp. Non-voting Common Stock	1,795		1,795	D

Explanation of Responses:

1. These options vest over a 4 year period at 25% per year.

Remarks:

Pursuant to the terms of the option plans, option awards outstanding at December 14, 2012 were adjusted to offset the dilutive impact of the $1.00 per share special dividend paid on December 20, 2012.

	Victoria Crane, Attorney-in-fact	03/05/2013
	** 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).
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