Sec Form 4 Filing - FAUST THOMAS E JR @ EATON VANCE CORP - 2012-12-10

Insider filing report for Changes in Beneficial Ownership
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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
FAUST THOMAS E JR
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)
CEO
(Last) (First) (Middle)
TWO INTERNATIONAL PLACE, EATON VANCE
3. Date of Earliest Transaction (MM/DD/YY)
12/10/2012
(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 12/10/2012 M 316,890 A $ 17.51 2,640,991 D
Eaton Vance Corp. Non-voting Common Stock 12/10/2012 S 233,500 ( 1 ) D $ 31.8391 2,407,491 D
Voting Trust Receipt 74,277 D
Eaton Vance Corp. Non-voting Common Stock 3,100 I by Child/Children
Eaton Vance Corp. Non-voting Common Stock 9,300 I By Custodian For Children
Eaton Vance Corp. Common Stock (Voting) 74,277 I By Voting Trust
Eaton Vance Corp. Non-voting Common Stock 223,080 I Stock Option Income Deferral
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) $ 17.51 12/10/2012 M 316,890 ( 2 ) 11/03/2013 Eaton Vance Corp. Non-voting Common Stock 316,890 $ 0 0 D
Option (right to buy) $ 21.955 ( 3 ) 11/01/2014 Eaton Vance Corp. Non-voting Common Stock 273,200 273,200 D
Option (right to buy) $ 24.87 ( 4 ) 11/01/2015 Eaton Vance Corp. Non-voting Common Stock 221,600 221,600 D
Option (right to buy) $ 30.11 ( 5 ) 11/01/2016 Eaton Vance Corp. Non-voting Common Stock 210,800 210,800 D
Option (right to buy) $ 48.39 ( 6 ) 11/01/2017 Eaton Vance Corp. Non-voting Common Stock 279,400 279,400 D
Option (right to buy) $ 29.39 ( 7 ) 11/01/2020 Eaton Vance Corp. Non-voting Common Stock 232,220 232,220 D
Option (right to buy) $ 25.06 ( 8 ) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 303,160 303,160 D
Option (right to buy) $ 28.92 ( 9 ) 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 252,220 252,220 D
Option (right to buy) $ 28.17 ( 10 ) 11/02/2019 Eaton Vance Corp. Non-voting Common Stock 204,940 204,940 D
Option (right to buy) $ 21.99 ( 11 ) 11/03/2018 Eaton Vance Corp. Non-voting Common Stock 238,100 238,100 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FAUST THOMAS E JR
TWO INTERNATIONAL PLACE
EATON VANCE
BOSTON, MA02110
X CEO
Signatures
Victoria Crane, Attorney-in-fact 12/12/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were sold to cover cost and tax liablity for exercising a NQ stock option
( 2 )Granted on November 3, 2003, these options vest over a 5 year period at 20% per year.
( 3 )Granted on November 1, 2004 these options vest over a 5 year period at 20% per year.
( 4 )Granted on November 1, 2005 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
( 5 )Granted on November 1, 2006 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
( 6 )Granted on November 1, 2007 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.
( 7 )These options were granted on November 1, 2010 and vest over a 5 year period in increments of 10%,15%,20%,25% and 30%.
( 8 )Granted on November 1, 2011 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, an 30%.
( 9 )Granted on November 1, 2012 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25% and 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, 2008 these options vest over a 5 year period in increments of 10%, 15%, 20%, 25%, and 30%.

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