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*
BEALE JEFFREY P
(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 Administrative Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2011
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 10/14/2011 M 63,526 A $14.335 303,861.32 D
Eaton Vance Corp. Non-voting Common Stock 10/14/2011 S 51,526(1) D $23.9097 252,335.32 D
Voting Trust Receipt 29,389 D
Eaton Vance Corp. Common Stock (Voting) 29,389 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) $14.335 10/14/2011 M 63,526 (2) 11/01/2011 Eaton Vance Corp. Non-voting Common Stock 63,526 $0.0000 0.0000 D
Option (right to buy) $14.55 (3) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 82,400 82,400 D
Option (right to buy) $21.955 (4) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 68,400 68,400 D
Option (right to buy) $24.87 (5) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 58,200 58,200 D
Option (right to buy) $30.11 (6) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 55,200 55,200 D
Option (right to buy) $48.39 (7) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 38,400 38,400 D
Option (right to buy) $29.39 (8) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 31,220 31,220 D
Option (right to buy) $28.17 (9) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 34,560 34,560 D
Option (right to buy) $17.51 (10) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 84,600 84,600 D
Option (right to buy) $21.99 (11) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 38,700 38,700 D
Explanation of Responses:
1. Shares were sold to cover the cost and tax liablity for exercising a NQ stock option.
2. Granted on November 1, 2001, these options vest over a 5 year period at 20% per year.
3. Granted on November 1, 2002, 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 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
6. Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
7. Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
8. These options were granted on November 1, 2010 and 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 3, 2003, these options vest over a 5 year period at 20% per year.
11. Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
Victoria Crane, Attorney-in-fact 10/18/2011
** 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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