Sec Form 4 Filing - HYLTON LAURIE G @ EATON VANCE CORP - 2012-11-05

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 HYLTON LAURIE G 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 Financial Officer (Last) (First) (Middle) TWO INTERNATIONAL PLACE, EATON VANCE 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2012 (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 11/05/2012 S 682 ( 1 ) D $ 28.9424 113,901 D Voting Trust Receipt 18,623 D Eaton Vance Corp. Non-voting Common Stock 4,800 I By Custodian For Children Eaton Vance Corp. Common Stock (Voting) 18,623 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) $ 21.955 ( 2 ) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 39,800 39,800 D Option (right to buy) $ 24.87 ( 3 ) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 34,300 34,300 D Option (right to buy) $ 30.11 ( 4 ) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 31,100 31,100 D Option (right to buy) $ 48.39 ( 5 ) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 19,200 19,200 D Option (right to buy) $ 29.39 ( 6 ) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 10,340 10,340 D Option (right to buy) $ 25.06 ( 7 ) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 11,180 11,180 D Option (right to buy) $ 28.92 ( 8 ) 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 20,360 20,360 D Option (right to buy) $ 28.17 ( 9 ) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 11,440 11,440 D Option (right to buy) $ 17.51 ( 10 ) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 39,800 39,800 D Option (right to buy) $ 21.99 ( 11 ) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 13,400 13,400 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HYLTON LAURIE G TWO INTERNATIONAL PLACE EATON VANCE BOSTON, MA02110 Chief Financial Officer Signatures Victoria Crane, Attorney-in-fact 11/06/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold to cover the tax liability associated with a restricted stock vesting event. ( 2 )Granted on November 1, 2004 these options vest over a 5 year period at 20% per year. ( 3 )Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%. ( 4 )Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%. ( 5 )Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%. ( 6 )These options were granted on November 1, 2010 and vest over a 5 year period in increments of 10%,15%,20%,25% and 30%. ( 7 )Granted on November 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, an 30%. ( 8 )Granted on November 1, 2012 these options 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%.

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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