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)
11/03/2016
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 11/03/2016 F 5,837(1) D $34.99 2,737,905 D
Eaton Vance Corp. Non-voting Common Stock 11/03/2016 F 6,254(1) D $34.99 2,731,651 D
Voting Trust Receipt 74,277 D
Eaton Vance Corp. Non-voting Common Stock 6,200 I by Child/Children
Eaton Vance Corp. Non-voting Common Stock 6,200 I By Custodian For Children
Eaton Vance Corp. Common Stock (Voting) 74,277(2) I By Voting Trust
Eaton Vance Corp. Non-voting Common Stock 223,080 I Stock Option Income Deferral
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) $47.2305 (3) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 286,259 286,259 D
Option (right to buy) $28.6858 (4) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 237,921 237,921 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) $41.9 (7) 11/01/2023 Eaton Vance Corp. Non-voting Common Stock 221,260 221,260 D
Option (right to buy) $34.84 (8) 11/01/2026 Eaton Vance Corp. Non-voting Common Stock 446,700 446,700 D
Option (right to buy) $27.495 (9) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 209,971 209,971 D
Option (right to buy) $36.76 (10) 11/02/2025 Eaton Vance Corp. Non-voting Common Stock 358,340 358,340 D
Option (right to buy) $21.4631 (11) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 243,945 243,945 D
Option (right to buy) $36.71 (12) 11/03/2024 Eaton Vance Corp. Non-voting Common Stock 342,640 342,640 D
Explanation of Responses:
1. Shares were withheld to cover tax liability associated with Restricted Stock Award vesting.
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, Jeffrey P. Beale, 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, Scott H. Page, Michael W. Weilheimer, James H. Evans, Charles B. Reed, R. Kelly Williams, Craig P. Russ, John L. Shea, Lewis R. Piantedosi, Craig R. Brandon, Michael A. Cirami and Eric A. Stein are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.
3. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
4. These options were granted on November 1, 2010 and vest over a 5 year period in increments of 10%,15%,20%,25% and 30%.
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, 2013 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
8. Granted on November 1, 2016 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
9. Granted on November 2, 2009, these options vest over a 5 year period in increments of 10%, 15%, 20,%, 25% and 30%.
10. Granted on November 2, 2015 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.
11. Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
12. Granted on November 3, 2014 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.
Diane M. Tracey, Attorney-in-fact 11/07/2016
** 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).
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