Statement of Changes in Beneficial Ownership (4)

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 ^* Marius Frederick S	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 __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Eaton Vance Corp. Non-voting Common Stock	3/1/2021		D		48321.0000	D	$0 ⁽¹⁾	0.0000	D
Voting Trust Receipt	3/1/2021		D		18623.0000	D	$0 ⁽²⁾	0.0000	D
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 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$28.2270	3/1/2021		D			5126.0000	⁽³⁾	11/1/2022	Eaton Vance Corp. Non-voting Common Stock	5126.0000	$44.7730 ⁽³⁾	0.0000	D
Option (right to buy)	$41.9000	3/1/2021		D			10242.0000	⁽⁴⁾	11/1/2023	Eaton Vance Corp. Non-voting Common Stock	10242.0000	$31.1000 ⁽⁴⁾	0.0000	D
Option (right to buy)	$34.8400	3/1/2021		D			34600.0000	⁽⁵⁾	11/1/2026	Eaton Vance Corp. Non-voting Common Stock	34600.0000	$38.1600 ⁽⁵⁾	0.0000	D
Option (right to buy)	$50.6700	3/1/2021		D			20840.0000	⁽⁶⁾	11/1/2027	Eaton Vance Corp. Non-voting Common Stock	20840.0000	$22.3300 ⁽⁶⁾	0.0000	D
Option (right to buy)	$45.5000	3/1/2021		D			28831.0000	⁽⁷⁾	11/1/2028	Eaton Vance Corp. Non-voting Common Stock	28831.0000	$27.5000 ⁽⁷⁾	0.0000	D
Option (right to buy)	$46.1500	3/1/2021		D			30018.0000	⁽⁸⁾	11/1/2029	Eaton Vance Corp. Non-voting Common Stock	30018.0000	$26.8500 ⁽⁸⁾	0.0000	D
Option (right to buy)	$36.7600	3/1/2021		D			25882.0000	⁽⁹⁾	11/2/2025	Eaton Vance Corp. Non-voting Common Stock	25882.0000	$36.2400 ⁽⁹⁾	0.0000	D
Option (right to buy)	$36.7100	3/1/2021		D			21801.0000	⁽¹⁰⁾	11/3/2024	Eaton Vance Corp. Non-voting Common Stock	21801.0000	$36.2900 ⁽¹⁰⁾	0.0000	D
Restricted Stock Unit ⁽¹¹⁾	$0.0000	3/1/2021		D			13545.2000	⁽¹²⁾	⁽¹²⁾	Eaton Vance Corp. Non-voting Common Stock	13545.2000	⁽¹²⁾	0.0000	D
Restricted Stock Unit ⁽¹¹⁾	$0.0000	3/1/2021		D			3671.0000	⁽¹³⁾	2/25/2024	Eaton Vance Corp. Non-voting Common Stock	3671.0000	⁽¹³⁾	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 $1,084,860.79 and 31,838 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)	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 $229,505.94.
(4)	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 $318,526.20.
(5)	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 $1,320,336.00.
(6)	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 $465,357.20.
(7)	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 $792,852.50.
(8)	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 $805,983.30.
(9)	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 $937,963.68.
(10)	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 $791,158.29.
(11)	Each Restricted Stock Unit represents the right to receive one share of Non-Voting Stock.
(12)	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.
(13)	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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Marius Frederick S TWO INTERNATIONAL PLACE EATON VANCE BOSTON, MA 02110			Chief Legal Officer