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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
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 *

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/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  204007.8408 D$0 (1)0.0000 D  
Voting Trust Receipt 3/1/2021  D  18623.0000 D$0 (2)0.0000 D  
Eaton Vance Corp. Non-voting Common Stock 3/1/2021  D  344.0000 D$0 (3)0.0000 I By Trust 
Eaton Vance Corp. Common Stock (Voting) 3/1/2021  D  18623.0000 D$0 (2)0.0000 I By Voting Trust 

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
Option (right to buy) $28.2270 3/1/2021  D     33411.0000   (4)11/1/2022 Eaton Vance Corp. Non-voting Common Stock 33411.0000 $44.7730 (4)0.0000 D  
Option (right to buy) $41.9000 3/1/2021  D     91760.0000   (5)11/1/2023 Eaton Vance Corp. Non-voting Common Stock 91760.0000 $31.1000 (5)0.0000 D  
Option (right to buy) $34.8400 3/1/2021  D     127340.0000   (6)11/1/2026 Eaton Vance Corp. Non-voting Common Stock 127340.0000 $38.1600 (6)0.0000 D  
Option (right to buy) $50.6700 3/1/2021  D     79660.0000   (7)11/1/2027 Eaton Vance Corp. Non-voting Common Stock 79660.0000 $22.3300 (7)0.0000 D  
Option (right to buy) $45.5000 3/1/2021  D     106520.0000   (8)11/1/2028 Eaton Vance Corp. Non-voting Common Stock 106520.0000 $27.5000 (8)0.0000 D  
Option (right to buy) $46.1500 3/1/2021  D     111876.0000   (9)11/1/2029 Eaton Vance Corp. Non-voting Common Stock 111876.0000 $26.8500 (9)0.0000 D  
Option (right to buy) $36.7600 3/1/2021  D     105220.0000   (10)11/2/2025 Eaton Vance Corp. Non-voting Common Stock 105220.0000 $36.2400 (10)0.0000 D  
Option (right to buy) $36.7100 3/1/2021  D     108580.0000   (11)11/3/2024 Eaton Vance Corp. Non-voting Common Stock 108580.0000 $36.2900 (11)0.0000 D  
Restricted Stock Unit (12)$0.0000 3/1/2021  D     32531.6000   (13) (13)Eaton Vance Corp. Non-voting Common Stock 32531.6000  (13)0.0000 D  
Restricted Stock Unit (12)$0.0000 3/1/2021  D     8919.0000   (14)2/25/2024 Eaton Vance Corp. Non-voting Common Stock 8919.0000  (14)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 $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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Witkos Matthew J
TWO INTERNATIONAL PLACE
EATON VANCE
BOSTON, MA 02110



Pres & CEO EV Distributors Inc

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

Eaton Vance (NYSE:EV)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Eaton Vance Charts.
Eaton Vance (NYSE:EV)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Eaton Vance Charts.