Sec Form 4 Filing - Witkos Matthew J @ 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 Witkos Matthew J 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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Pres & CEO EV Distributors Inc (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 204,007.8408 D $ 0 ( 1 ) 0 D Voting Trust Receipt 03/01/2021 D 18,623 D $ 0 ( 2 ) 0 D Eaton Vance Corp. Non-voting Common Stock 03/01/2021 D 344 D $ 0 ( 3 ) 0 I By Trust Eaton Vance Corp. Common Stock (Voting) 03/01/2021 D 18,623 D $ 0 ( 2 ) 0 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) (In str. 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) $ 28.227 03/01/2021 D 33,411 ( 4 ) 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 33,411 $ 44.773 ( 4 ) 0 D Option (right to buy) $ 41.9 03/01/2021 D 91,760 ( 5 ) 11/01/2023 Eaton Vance Corp. Non-voting Common Stock 91,760 $ 31.1 ( 5 ) 0 D Option (right to buy) $ 34.84 03/01/2021 D 127,340 ( 6 ) 11/01/2026 Eaton Vance Corp. Non-voting Common Stock 127,340 $ 38.16 ( 6 ) 0 D Option (right to buy) $ 50.67 03/01/2021 D 79,660 ( 7 ) 11/01/2027 Eaton Vance Corp. Non-voting Common Stock 79,660 $ 22.33 ( 7 ) 0 D Option (right to buy) $ 45.5 03/01/2021 D 106,520 ( 8 ) 11/01/2028 Eaton Vance Corp. Non-voting Common Stock 106,520 $ 27.5 ( 8 ) 0 D Option (right to buy) $ 46.15 03/01/2021 D 111,876 ( 9 ) 11/01/2029 Eaton Vance Corp. Non-voting Common Stock 111,876 $ 26.85 ( 9 ) 0 D Option (right to buy) $ 36.76 03/01/2021 D 105,220 ( 10 ) 11/02/2025 Eaton Vance Corp. Non-voting Common Stock 105,220 $ 36.24 ( 10 ) 0 D Option (right to buy) $ 36.71 03/01/2021 D 108,580 ( 11 ) 11/03/2024 Eaton Vance Corp. Non-voting Common Stock 108,580 $ 36.29 ( 11 ) 0 D Restricted Stock Unit ( 12 ) $ 0 03/01/2021 D 32,531.6 ( 13 ) ( 13 ) Eaton Vance Corp. Non-voting Common Stock 32,531.6 ( 13 ) 0 D Restricted Stock Unit ( 12 ) $ 0 03/01/2021 D 8,919 ( 14 ) 02/25/2024 Eaton Vance Corp. Non-voting Common Stock 8,919 ( 14 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Witkos Matthew J TWO INTERNATIONAL PLACE EATON VANCE BOSTON, MA02110 Pres & CEO EV Distributors Inc 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 $4,587,743.36 and 134,647 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger. ( 2 )Disposed of pursuant to the Merger Agreement in exchange for $418,139.75 and 12,270 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger. ( 3 )Disposed of pursuant to the Merger Agreement, in combination with the position disposed in footnote (1), in exchange for $4,587,743.36 and 134,647 shares of Morgan Stanley Common Stock having a market value of $79.16 per share on the Effective Date of the Merger. ( 4 )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 $1,495,907.70. ( 5 )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 $2,853,736.00. ( 6 )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 $4,859,294.40. ( 7 )This option award, which was granted on November 1, 2017 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 $1,778,807.80. ( 8 )This option award, which was granted on November 1, 2018 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 $2,929,300.00. ( 9 )This option award, which was granted on November 1, 2019 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 $3,003,870.60. ( 10 )This option award, which was granted on November 1, 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 $3,813,172.80. ( 11 )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 $3,940,368.20. ( 12 )Each Restricted Stock Unit represents the right to receive one share of Non-Voting Stock. ( 13 )This Restricted Stock Unit award, which was granted on November 2, 2020 and provided for 50% of vesting on 11/02/2022 and 50% of vesting on 11/02/2023, was assumed by Morgan Stanley and converted into Restricted Stock Units relating to Morgan Stanley Common Stock. ( 14 )This Restricted Stock Unit award, which was granted on February 25, 2021 and provided for 50% of vesting on 02/25/2023 and 50% of vesting on 02/25/2024, was assumed by Morgan Stanley and converted into Restricted Stock Units relating to Morgan Stanley Common Stock.

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