Sec Form 4 Filing - RICHARDSON DUNCAN W @ EATON VANCE CORP - 2012-10-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RICHARDSON DUNCAN W 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 (Last) (First) (Middle) TWO INTERNATIONAL PLACE, EATON VANCE 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2012 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/01/2011 A V 527 ( 1 ) A $ 26.29 775,444 D Eaton Vance Corp. Non-voting Common Stock 05/01/2012 A V 553 ( 1 ) A $ 26.3 775,997 D Eaton Vance Corp. Non-voting Common Stock 10/04/2012 M 275,728 A $ 14.55 1,051,725 D Eaton Vance Corp. Non-voting Common Stock 10/04/2012 M 6,872 A $ 14.55 1,058,597 D Eaton Vance Corp. Non-voting Common Stock 10/04/2012 S 232,600 ( 2 ) D $ 28.8771 825,997 D Voting Trust Receipt 44,566 D Eaton Vance Corp. Common Stock (Voting) 44,566 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 14.55 10/04/2012 M 6,872 ( 3 ) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 6,872 $ 0 275,728 D Option (right to buy) $ 14.55 10/04/2012 M 275,728 ( 3 ) 11/01/2012 Eaton Vance Corp. Non-voting Common Stock 275,728 $ 0 0 D Option (right to buy) $ 21.955 ( 4 ) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 259,600 259,600 D Option (right to buy) $ 24.87 ( 5 ) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 210,500 210,500 D Option (right to buy) $ 30.11 ( 6 ) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 200,800 200,800 D Option (right to buy) $ 48.39 ( 7 ) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 139,700 139,700 D Option (right to buy) $ 29.39 ( 8 ) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 142,320 142,320 D Option (right to buy) $ 25.06 ( 9 ) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 138,860 138,860 D Option (right to buy) $ 28.17 ( 10 ) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 128,680 128,680 D Option (right to buy) $ 17.51 ( 11 ) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 273,000 273,000 D Option (right to buy) $ 21.99 ( 12 ) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 142,900 142,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RICHARDSON DUNCAN W TWO INTERNATIONAL PLACE EATON VANCE BOSTON, MA02110 X Executive Vice President Signatures Victoria Crane, Attorney-in-fact 10/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired under the 1986 Employee Stock Purchase Plan, which is a 16b-3 plan. ( 2 )Shares were sold to cover cost and tax liability for exercising a NQ stock option. ( 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 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, an 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, 2003, these options vest over a 5 year period at 20% per year. ( 12 )Granted on November 3, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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