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*
SWAFFIELD PAYSON F
(Last) (First) (Middle)
255 STATE STREET
(Street)
BOSTON MA 02109
(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)
Chief Income Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2012
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 11/01/2012 A 45,000(1) A $0.0000 481,461 D
Eaton Vance Corp. Non-voting Common Stock 11/02/2012 S 3,738(2) D $29.1743 477,723 D
Voting Trust Receipt 18,623 D
Eaton Vance Corp. Common Stock (Voting) 18,623(3) 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) $0.0000 11/01/2012 A 141,480 (4) 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 141,480 $28.92 141,480 D
Option (right to buy) $21.955 (5) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 132,046 132,046 D
Option (right to buy) $24.87 (6) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 109,580 109,580 D
Option (right to buy) $30.11 (7) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 105,400 105,400 D
Option (right to buy) $48.39 (8) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 73,300 73,300 D
Option (right to buy) $29.39 (9) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 83,720 83,720 D
Option (right to buy) $25.06 (10) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 139,320 139,320 D
Option (right to buy) $28.17 (11) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 60,760 60,760 D
Option (right to buy) $17.51 (12) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 130,690 130,690 D
Option (right to buy) $21.99 (13) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 71,400 71,400 D
Explanation of Responses:
1. Restricted Stock Award granted under the 2008 Omnibus Incentive Plan
2. These shares were sold to cover the tax liability associated with a restricted stock vesting event.
3. 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.
4. Granted on November 1, 2012 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%.
5. Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
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, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
8. Granted on November 1, 2007 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, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, an 30%.
11. Granted on November 2, 2009, these options vest over a 5 year period in increments of 10%, 15%, 20,%, 25% and 30%.
12. Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.
13. 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 11/05/2012
** Signature of Reporting Person Date
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