Sec Form 4 Filing - Spillane Richard A Jr. @ Mirror Merger Sub 2, LLC - 2021-03-01

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 Spillane Richard A Jr. 2. Issuer Name and Ticker or Trading Symbol Mirror Merger Sub 2, LLC [ EV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO INTERNATIONAL PLACE, EATON VANCE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (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 03/01/2021 D 9,324 D $ 0 ( 1 ) 0 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 (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 Deferred Stock ( 2 ) $ 0 03/01/2021 D 9,372 ( 3 ) ( 3 ) Eaton Vance Corp. Non-voting Common Stock 9,372 $ 73 ( 3 ) 0 D Option (right to buy) $ 24.4595 03/01/2021 D 6,420 11/01/2011 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 6,420 $ 48.5405 ( 4 ) 0 D Option (right to buy) $ 28.227 03/01/2021 D 5,680 11/01/2012 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 5,680 $ 44.773 ( 5 ) 0 D Option (right to buy) $ 41.9 03/01/2021 D 4,045 11/01/2013 11/01/2023 Eaton Vance Corp. Non-voting Common Stock 4,045 $ 31.1 ( 6 ) 0 D Option (right to buy) $ 34.84 03/01/2021 D 11,777 11/01/2016 11/01/2026 Eaton Vance Corp. Non-voting Common Stock 11,777 $ 38.16 ( 7 ) 0 D Option (right to buy) $ 36.76 03/01/2021 D 7,451 11/02/2015 11/02/2025 Eaton Vance Corp. Non-voting Common Stock 7,451 $ 36.24 ( 8 ) 0 D Option (right to buy) $ 36.71 03/01/2021 D 5,737 11/03/2014 11/03/2024 Eaton Vance Corp. Non-voting Common Stock 5,737 $ 36.29 ( 9 ) 0 D Phantom Stock ( 10 ) $ 0 03/01/2021 D 3,252 ( 11 ) ( 11 ) Eaton Vance Corp. Non-voting Common Stock 3,252 $ 73 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spillane Richard A Jr. TWO INTERNATIONAL PLACE EATON VANCE BOSTON, MA02110 X Signatures Mark J. Bumann, Attorney-in-fact 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 7, 2020 (the Merger Agreement), by and among Issuer, Morgan Stanley, Mirror Merger Sub 1, Inc. and Mirror Merger Sub 2, LLC, in exchange for $209,368.66 and 6,143 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger. ( 2 )Each Deferred Stock Unit is the economic equivalent of one share of non-voting common stock. ( 3 )This Deferred Stock Unit award was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $684,156.00. ( 4 )This option award, which was granted on November 1, 2011 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $311,629.56. ( 5 )This option award, which was granted on November 1, 2012 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $254,310.13. ( 6 )This option award, which was granted on November 1, 2013 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $125,799.50. ( 7 )This option award, which was granted on November 1, 2016 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $449,410.32. ( 8 )This option award, which was granted on November 2, 2015 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $270,024.24. ( 9 )This option award, which was granted on November 3, 2014 and provided for vesting over a 5 year period in increments of 10%, 15%, 20%, 25% and 30%, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $208,195.73. ( 10 )Each Phantom Stock Unit is the economic equivalent of one share of non-voting common stock. ( 11 )This Phantom Stock Unit award, which was granted on November 1, 2017, was canceled and converted in the Merger into the right to receive a cash payment of $73 per share for a total of $237,396.00.

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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