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)
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 444(1) D $34.99 69,432 D
Eaton Vance Corp. Non-voting Common Stock 11/03/2016 F 517(1) D $34.99 68,915 D
Voting Trust Receipt 18,623 D
Eaton Vance Corp. Common Stock (Voting) 18,623(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
Option (right to buy) $47.2305 (3) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 8,915 8,915 D
Option (right to buy) $28.6858 (4) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 5,693 5,693 D
Option (right to buy) $24.4595 (5) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 13,085 13,085 D
Option (right to buy) $28.227 (6) 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 21,670 21,670 D
Option (right to buy) $41.9 (7) 11/01/2023 Eaton Vance Corp. Non-voting Common Stock 22,960 22,960 D
Option (right to buy) $34.84 (8) 11/01/2026 Eaton Vance Corp. Non-voting Common Stock 34,600 34,600 D
Option (right to buy) $36.76 (9) 11/02/2025 Eaton Vance Corp. Non-voting Common Stock 31,780 31,780 D
Option (right to buy) $21.4631 (10) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 2 2 D
Option (right to buy) $36.71 (11) 11/03/2024 Eaton Vance Corp. Non-voting Common Stock 32,700 32,700 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, 2015 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.
10. Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
11. 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
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