SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SWAFFIELD PAYSON F

(Last)

(First)

(Middle)

255 STATE STREET

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2012

3. Issuer Name and Ticker or Trading Symbol
EATON VANCE CORP [ EV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Eaton Vance Corp. Non-voting Common Stock	398,108	D
Voting Trust Receipt	18,623	D
Eaton Vance Corp. Common Stock (Voting)	18,623⁽¹⁾	I	By Voting Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	⁽²⁾	11/01/2012	Eaton Vance Corp. Non-voting Common Stock	134,328	$14.55	D
Option (right to buy)	⁽³⁾	11/03/2013	Eaton Vance Corp. Non-voting Common Stock	130,690	$17.51	D
Option (right to buy)	⁽⁴⁾	11/01/2014	Eaton Vance Corp. Non-voting Common Stock	132,046	$21.955	D
Option (right to buy)	⁽⁵⁾	11/03/2018	Eaton Vance Corp. Non-voting Common Stock	71,400	$21.99	D
Option (right to buy)	⁽⁶⁾	11/01/2015	Eaton Vance Corp. Non-voting Common Stock	109,580	$24.87	D
Option (right to buy)	⁽⁷⁾	11/01/2021	Eaton Vance Corp. Non-voting Common Stock	139,320	$25.06	D
Option (right to buy)	⁽⁸⁾	11/02/2019	Eaton Vance Corp. Non-voting Common Stock	60,760	$28.17	D
Option (right to buy)	⁽⁹⁾	11/01/2020	Eaton Vance Corp. Non-voting Common Stock	83,720	$29.39	D
Option (right to buy)	⁽¹⁰⁾	11/01/2016	Eaton Vance Corp. Non-voting Common Stock	105,400	$30.11	D
Option (right to buy)	⁽¹¹⁾	11/01/2017	Eaton Vance Corp. Non-voting Common Stock	73,300	$48.39	D

Explanation of Responses:

1. 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, Duncan Richardson, Jeffrey P. Beale, David C. McCabe, Payson F. Swaffield, Robert J. Whelan, Matthew J. Witkos, Maureen Gemma, Frederick S. Marius, Cynthia Clemson, Michael R. Mach, Thomas M. Metzold, Scott H. Page, Judith R. Saryan, Michael Weilheimer, Walter Row, Mark Venezia, David Stein, and Brian Langstraat are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.

2. Granted on November 1, 2002, these options vest over a 5 year period at 20% per year.

3. Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.

4. Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.

5. Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

6. Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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

8. Granted on November 2, 2009, these options vest over a 5 year period in increments of 10%, 15%, 20,%, 25% and 30%.

9. These options were granted on November 1, 2010 and vest over a 5 year period in increments of 10%,15%,20%,25% and 30%.

10. Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

11. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

	Victoria Crane, Attorney-in-fact	01/19/2012
	** 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 5 (b)(v).
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