FORM 4 [X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HIGDON LEO I 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/YYYY)

3/1/2021
(Street)

BOSTON, MA 02110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/1/2021  D  8923.0000 D$0 (1)0.0000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock (2)$0.0000 3/1/2021  D     5840.0000   (3) (3)Eaton Vance Corp. Non-voting Common Stock 5840.0000 $0.0000 (3)0.0000 D  
Option (right to buy) $24.4595 3/1/2021  D     6420.0000  11/1/2011 11/1/2021 Eaton Vance Corp. Non-voting Common Stock 6420.0000 $48.5405 (4)0.0000 D  
Option (right to buy) $28.2270 3/1/2021  D     5680.0000  11/1/2012 11/1/2022 Eaton Vance Corp. Non-voting Common Stock 5680.0000 $44.7700 (5)0.0000 D  
Option (right to buy) $41.9000 3/1/2021  D     4045.0000  11/1/2013 11/1/2023 Eaton Vance Corp. Non-voting Common Stock 4045.0000 $31.1000 (6)0.0000 D  
Option (right to buy) $34.8400 3/1/2021  D     11777.0000  11/1/2016 11/1/2026 Eaton Vance Corp. Non-voting Common Stock 11777.0000 $38.1600 (7)0.0000 D  
Option (right to buy) $36.7600 3/1/2021  D     7451.0000  11/2/2015 11/2/2025 Eaton Vance Corp. Non-voting Common Stock 7451.0000 $36.2400 (8)0.0000 D  
Option (right to buy) $36.7100 3/1/2021  D     5737.0000  11/3/2014 11/3/2024 Eaton Vance Corp. Non-voting Common Stock 5737.0000 $36.2900 (9)0.0000 D  
Phantom Stock (10)$0.0000 3/1/2021  D     3252.0000   (11) (11)Eaton Vance Corp. Non-voting Common Stock 3252.0000 $0.0000 (11)0.0000 D  

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 $200,349.38 and 5,879 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 $426,320.00.
(4) This option award, which was granted on November 1, 2011, 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, 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, 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, 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, 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, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HIGDON LEO I JR
TWO INTERNATIONAL PLACE
EATON VANCE
BOSTON, MA 02110
X



Signatures
Mark J. Bumann, Attorney-in-fact3/3/2021
**Signature of Reporting PersonDate

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