WATERS CORP /DE/ — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2016-01-04

Reporting Person: REED JOANN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common Stock	M	2462	$44.25	Acquired	15162	Direct
2016-01-04	Common Stock	S	2462	$132.17	Disposed	12700	Direct
2016-01-04	Common Stock	M	2541	$48.88	Acquired	15241	Direct
2016-01-04	Common Stock	S	2541	$132.18	Disposed	12700	Direct
2016-01-04	Common Stock	A	3761	—	Acquired	16461	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Stock Option (Right to Buy)	$44.25	M	2462	Disposed	2016-05-11	Common Stock (2462)	Direct
2016-01-04	Stock Option (Right to Buy)	$48.88	M	2541	Disposed	2017-01-03	Common Stock (2541)	Direct
2016-01-04	Stock Option (Right to Buy)	$130.35	A	843	Acquired	2026-01-04	Common Stock (843)	Direct

Footnotes

F1: Acquisition of common stock was made under a sale plan established pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F2: Sale of common stock was made under a sale plan established pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F3: Grant of shares of common stock subject to restrictions that lapse January 4, 2017.

F4: Options fully vest on January 4, 2017.