WATERS CORP /DE/ — Director's Dealing 2016

May 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2016-05-13

Reporting Person: Rae Elizabeth B (Corporate VP of HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-13	Common Stock	M	8000	$79.05	Acquired	14815	Direct
2016-05-13	Common Stock	M	12000	$79.15	Acquired	26815	Direct
2016-05-13	Common Stock	S	20000	$134.96	Disposed	6815	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-13	Stock Option (Right to Buy)	$79.05	M	8000	Disposed	2020-12-09	Common Stock (8000)	Direct
2016-05-13	Stock Option (Right to Buy)	$79.15	M	12000	Disposed	2021-12-07	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3901.25	Indirect
Common Stock	2646.803	Indirect