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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Eaton Vance Corp | NYSE:EV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 73.07 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
Eaton Vance Corp.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November 1, 2018
(Title of Classes of Securities)
N/A
(CUSIP Number of Classes of Securities)
Frederick S. Marius
Chief Legal Officer
Eaton Vance Corp.
Two International Place
Boston, Massachusetts 02110
(617) 482-8260
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Jonathan Wolfman
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
CALCULATION OF FILING FEE
☐ | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. | |||
☒ | issuer tender offer subject to Rule 13e-4. | |||
☐ | going-private transaction subject to Rule 13e-3. | |||
☐ | amendment to Schedule 13D under Rule 13d-2. | |||
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
☐ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
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EXPLANATORY NOTE
This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on August 28, 2019, as previously amended (the “Schedule TO”), by Eaton Vance Corp., a Maryland corporation (the “Company”), which relates to the offer by the Company to eligible employees of its subsidiary Parametric Portfolio Associates LLC (“Parametric”) to exchange all outstanding Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units for Eaton Vance Corp. restricted stock awards (the “Exchange Offer”), on the terms and subject to the conditions described in the Amended and Restated Offer to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units for Eaton Vance Corp. Restricted Stock Awards at a Fixed Exchange Ratio, dated August 28, 2019, as amended on September 10, 2019.
This Amendment No. 4 is made to report the results of the Exchange Offer. The information in the Schedule TO, as amended, including all schedules and annexes to the Schedule TO, which were previously filed with the Schedule TO or any amendment thereto, is incorporated herein by reference to answer the items required in this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment. Except as specifically set forth herein, this Amendment does not modify any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following:
“The Exchange Offer expired at the end of the day, 12:00 midnight, Eastern Time, on Friday, October 4, 2019. Eligible employees tendered, and the Company accepted for exchange, 2,201 eligible awards granted on November 1, 2016, 2,873 eligible awards granted on November 1, 2017, 1,247 eligible awards granted on January 10, 2018 and 329,639 eligible awards granted on November 1, 2018, representing approximately 98% of the total Incentive Units eligible for exchange in the Exchange Offer. The Company has granted RSAs representing 555,762 shares of the Company’s non-voting common stock in exchange for the cancellation of the tendered eligible awards.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
EATON VANCE CORP.
By: /s/ Thomas E. Faust Jr.
Name: Thomas E. Faust Jr.
Title: Chairman, Chief Executive Officer and President
Date: October 7, 2019
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