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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Witkos Matthew J
(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
Officer (give title below) X Other (specify below)
Pres & CEO EV Distributors Inc
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2010
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 11/18/2009 A V 3,107(1) A $29.944 46,664 D
Eaton Vance Corp. Non-voting Common Stock 05/03/2010 A V 492(2) A $23.353 47,156 D
Eaton Vance Corp. Non-voting Common Stock 11/02/2010 A 15,080(3) A $0 62,236 D
Eaton Vance Corp. Non-voting Common Stock 11/02/2010 S 492(4) D $29.6478 61,744 D
Eaton Vance Corp. Non-voting Common Stock 11/03/2010 S 478(5) D $29.8118 61,266 D
Voting Trust Receipt 18,623(6) D
Eaton Vance Corp. Common Stock (Voting) 18,623 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) $29.39 11/01/2010 A 88,500 (7) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 88,500 $0.0000 88,500 D
Option (right to buy) $45.22 (8) 07/11/2017 Eaton Vance Corp. Non-voting Common Stock 23,572 23,572 D
Option (right to buy) $48.39 (9) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 26,200 26,200 D
Option (right to buy) $28.17 (10) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 40,520 40,520 D
Option (right to buy) $21.99 (11) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 44,600 44,600 D
Explanation of Responses:
1. These shares were acquired under the 1992 Incentive Stock Alternative Plan, which is a 16b-3 plan.
2. These shares were acquired under the 1986 Employee Stock Purchase Plan, which is a 16b-3 plan.
3. Restricted Stock award granted under the 2008 Omnibus Incentive Plan.
4. These shares were sold to cover the tax liability associated with the vesting of a restricted stock award.
5. These shares were sold to cover the tax liability associated with a restricted stock vesting event.
6. 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, G. West Saltonstall, Payson Swaffield, Robert J. Whelan, Matthew J. Witkos, Maureen Gemma, Fredrick Marius, Cynthia Clemson, Michael R. Mach, Thomas M. Metzold, Scott H. Page, Judith 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.
7. Granted on 11/1/2010 these options vest over a 5 year perios in increments of 10%,15%,20%,25% and 30%.
8. Granted on July 11, 2007 these options vest over a 5 year period starting in 2008 in increments of 10%, 15%, 20%, 25%, and 30%
9. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
10. Granted on November 2, 2009, 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%.
Katie McManus, Attorney in Fact 11/03/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.