SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Langstraat Brian D.
(Last) (First) (Middle)
TWO INTERNATIONAL PLACE
EATON VANCE
(Street)
BOSTON MA 02110
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 192,339 D $0(1) 0.0000 D
Voting Trust Receipt 03/01/2021 D 27,854 D $0(2) 0.0000 D
Eaton Vance Corp. Common Stock (Voting) 03/01/2021 D 27,854 D $0(2) 0.0000 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. 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: 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) $24.4596 03/01/2021 D 20,799 (3) 11/01/2021 Eaton Vance Corp. Non-voting Common Stock 20,799 $48.5404(3) 0.0000 D
Option (right to buy) $28.2271 03/01/2021 D 16,475 (4) 11/01/2022 Eaton Vance Corp. Non-voting Common Stock 16,475 $44.7729(4) 0.0000 D
Option (right to buy) $41.9 03/01/2021 D 16,620 (5) 11/01/2023 Eaton Vance Corp. Non-voting Common Stock 16,620 $31.1(5) 0.0000 D
Option (right to buy) $34.84 03/01/2021 D 190,960 (6) 11/01/2026 Eaton Vance Corp. Non-voting Common Stock 190,960 $38.16(6) 0.0000 D
Option (right to buy) $50.67 03/01/2021 D 131,320 (7) 11/01/2027 Eaton Vance Corp. Non-voting Common Stock 131,320 $22.33(7) 0.0000 D
Option (right to buy) $45.5 03/01/2021 D 171,759 (8) 11/01/2028 Eaton Vance Corp. Non-voting Common Stock 171,759 $27.5(8) 0.0000 D
Option (right to buy) $46.15 03/01/2021 D 308,465 (9) 11/01/2029 Eaton Vance Corp. Non-voting Common Stock 308,465 $26.85(9) 0.0000 D
Option (right to buy) $36.76 03/01/2021 D 149,020 (10) 11/02/2025 Eaton Vance Corp. Non-voting Common Stock 149,020 $36.24(10) 0.0000 D
Option (right to buy) $36.71 03/01/2021 D 54,500 (11) 11/03/2024 Eaton Vance Corp. Non-voting Common Stock 54,500 $36.29(11) 0.0000 D
Restricted Stock Unit(12) $0.0000 03/01/2021 D 86,817.32 (13) (13) Eaton Vance Corp. Non-voting Common Stock 86,817.32 (13) 0.0000 D
Restricted Stock Unit(12) $0.0000 03/01/2021 D 24,016 (14) 02/25/2024 Eaton Vance Corp. Non-voting Common Stock 24,016 (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 $6,518,087.72 and 98,055 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 $2,033,342.00.
3. This option, 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 $1,009,592.40.
4. This option, 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 $737,633.69.
5. This option, 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 $516,882.00.
6. This option, 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 $7,287,033.60.
7. This option, 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 $2,932,375.60.
8. This option, 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 $4,723,372.50.
9. This option, 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 $8,282,285.25.
10. This option, 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 $5,400,484.80.
11. This option, 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 $1,977,805.00.
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.
Mark J. Bumann, Attorney-in-fact 03/03/2021
** Signature of Reporting Person Date
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