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*
RICHARDSON DUNCAN W
(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
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2013
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 11/01/2012 A V 524(1) A $28.14 871,381 D
Eaton Vance Corp. Non-voting Common Stock 05/01/2013 A V 479(1) A $39.88 671,824 D
Eaton Vance Corp. Non-voting Common Stock 11/01/2013 A 19,900(2) A $0.0000 691,724 D
Eaton Vance Corp. Non-voting Common Stock 11/01/2013 F 7,329 D $41.9 684,395 D
Eaton Vance Corp. Non-voting Common Stock 11/02/2013 F 3,907 D $41.9 680,488 D
Eaton Vance Corp. Non-voting Common Stock 11/03/2013 F 7,869 D $41.9 672,619 D
Voting Trust Receipt 44,566 D
Eaton Vance Corp. Common Stock (Voting) 44,566(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) $21.4289 12/14/2012 A V 265,973 (4) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 265,973 $0.0000 265,973 D
Option (right to buy) $24.2741 12/14/2012 A V 215,668 (5) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 215,668 $0.0000 215,668 D
Option (right to buy) $29.3885 12/14/2012 A V 205,730 (6) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 205,730 $0.0000 205,730 D
Option (right to buy) $47.2305 12/14/2012 A V 143,130 (7) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 143,130 $0.0000 143,130 D
Option (right to buy) $28.6858 12/14/2012 A V 145,814 (8) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 145,814 $0.0000 145,814 D
Option (right to buy) $24.4595 12/14/2012 A V 142,269 (9) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 142,269 $0.0000 142,269 D
Option (right to buy) $28.227 12/14/2012 A V 59,691 (10) 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 59,691 $0.0000 59,691 D
Option (right to buy) $27.495 12/14/2012 A V 131,839 (11) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 131,839 $0.0000 131,839 D
Option (right to buy) $21.4631 12/14/2012 A V 146,408 (12) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 146,408 $0.0000 146,408 D
Explanation of Responses:
1. These shares were acquired under the 1986 Employee Stock Purchase Plan, which is a 16b-3 plan.
2. Restricted Stock Award granted under the 2008 Omnibus Incentive Plan
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 W. Richardson, Jeffrey P. Beale, Maureen Gemma, Laurie G. Hylton, Frederick S. Marius, David C. McCabe, Payson F. Swaffield, Matthew J. Witkos, Daniel C. Cataldo, Cynthia J. Clemson, Brian D. Laagstraat, Michael R. Mach, Thomas M. Metzold, Scott H. Page, Walter A. Row, Judith R. Saryan, David M. Stein, and Michael Weilheimer are the Voting Trustees. The Voting Common Stock is not registered under Section 12 of the Securities Exchange Act.
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 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, an 30%.
10. Granted on November 1, 2012 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 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, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
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 11/05/2013
** Signature of Reporting Person Date
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