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*
SMITH WINTHROP H JR

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013
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 03/01/2013 M 12,295 A $18.5301 18,295 D
Eaton Vance Corp. Non-voting Common Stock 03/01/2013 S 12,295 D $37.9187 6,000 D
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) $18.5301 12/14/2012 A V 12,295 (1) 04/14/2014 Eaton Vance Corp. Non-voting Common Stock 12,295 $0.0000 12,295 D
Option (right to buy) $26.9191 12/14/2012 A V 8,402 (1) 12/16/2015 Eaton Vance Corp. Non-voting Common Stock 8,402 $0.0000 8,402 D
Option (right to buy) $24.7816 12/14/2012 A V 12,295 (1) 12/17/2014 Eaton Vance Corp. Non-voting Common Stock 12,295 $0.0000 12,295 D
Option (right to buy) $29.3885 12/14/2012 A V 8,197 11/01/2006 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 8,197 $0.0000 8,197 D
Option (right to buy) $47.2305 12/14/2012 A V 6,865 11/01/2007 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 6,865 $0.0000 6,865 D
Option (right to buy) $28.6858 12/14/2012 A V 4,902 11/01/2010 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 4,902 $0.0000 4,902 D
Option (right to buy) $24.4595 12/14/2012 A V 6,420 11/01/2011 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 6,420 $0.0000 6,420 D
Option (right to buy) $28.227 12/14/2012 A V 5,680 11/01/2012 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 5,680 $0.0000 5,680 D
Option (right to buy) $27.495 12/14/2012 A V 4,883 11/02/2009 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 4,883 $0.0000 4,883 D
Option (right to buy) $21.4631 12/14/2012 A V 5,943 11/03/2008 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 5,943 $0.0000 5,943 D
Option (right to buy) $18.5301 03/01/2013 M 12,295 (1) 04/14/2014 Eaton Vance Corp. Non-voting Common Stock 12,295 $0.0000 0.0000 D
Phantom Stock $0.0000 11/01/2013 11/01/2013 Eaton Vance Corp. Non-voting Common Stock 2,133 2,133 D
Phantom Stock $0.0000 11/01/2014 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 1,795 1,795 D
Explanation of Responses:
1. These options vest over a 4 year period at 25% per year.
Remarks:
Pursuant to the terms of the option plans, option awards outstanding at December 14, 2012 were adjusted to offset the dilutive impact of the $1.00 per share special dividend paid on December 20, 2012.
Victoria Crane, Attorney-in-fact 03/05/2013
** 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).
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