WATERS CORP /DE/ — Director's Dealing 2017

May 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2017-05-04

Reporting Person: Kelly Terrence P (SVP, President TA Instruments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-04	Common Stock	G	300	—	Disposed	6398	Direct
2017-05-04	Common Stock	M	6400	$79.15	Acquired	12798	Direct
2017-05-04	Common Stock	S	6400	$173.57	Disposed	6398	Direct
2017-05-04	Common Stock	M	2169	$113.36	Acquired	8567	Direct
2017-05-04	Common Stock	S	2169	$173.70	Disposed	6398	Direct
2017-05-04	Common Stock	M	3300	$98.21	Acquired	9698	Direct
2017-05-04	Common Stock	S	3300	$173.72	Disposed	6398	Direct
2017-05-04	Common Stock	M	6400	$87.06	Acquired	12798	Direct
2017-05-04	Common Stock	S	6400	$173.74	Disposed	6398	Direct
2017-05-04	Common Stock	M	1311	$117.68	Acquired	7709	Direct
2017-05-04	Common Stock	S	1311	$173.70	Disposed	6398	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-04	Stock Option (Right to Buy)	$79.15	M	6400	Disposed	2021-12-07	Common Stock (6400)	Direct
2017-05-04	Stock Option (Right to Buy)	$113.36	M	2169	Disposed	2024-12-11	Common Stock (2169)	Direct
2017-05-04	Stock Option (Right to Buy)	$98.21	M	3300	Disposed	2023-12-06	Common Stock (3300)	Direct
2017-05-04	Stock Option (Right to Buy)	$87.06	M	6400	Disposed	2022-12-11	Common Stock (6400)	Direct
2017-05-04	Stock Option (Right to Buy)	$117.68	M	1311	Disposed	2026-02-10	Common Stock (1311)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	160.6387	Indirect