Statement of Changes in Beneficial Ownership (4)
04 March 2021 - 9:29AM
Edgar (US Regulatory)
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
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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
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Eaton Vance Corp. Non-voting Common Stock | 3/1/2021 | | D | | 9324.0000 | D | $0 (1) | 0.0000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 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) | $0.0000 | 3/1/2021 | | D | | | 9372.0000 | (3) | (3) | Eaton Vance Corp. Non-voting Common Stock | 9372.0000 | $73.0000 (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 | $44.7730 (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 | $73.0000 (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 $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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Spillane Richard A Jr. TWO INTERNATIONAL PLACE EATON VANCE BOSTON, MA 02110 | X |
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Signatures
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Mark J. Bumann, Attorney-in-fact | | 3/3/2021 |
**Signature of Reporting Person | Date |
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