WATERS CORP /DE/ — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2017-01-03

Reporting Person: BERTHIAUME DOUGLAS A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	A	806	—	Acquired	2182425	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Stock Option (Right to Buy)	$136.43	A	3626	Acquired	2027-01-03	Common Stock (3626)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34223.07	Indirect
Common Stock	25252	Indirect
Common Stock	794562	Indirect
Common Stock	69000	Indirect

Footnotes

F1: Grant of shares of common stock subject to restrictions that lapse January 3, 2018.

F2: The Reporting Person disclaims beneficial ownership of all shares of the Issuer's Common Stock reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: An immediate family member of the reporting person is a general partner of the partnership that owns the reported Common Stock. The reporting person disclaims beneficial ownership of the reported Common Stock, except to the extent (if any) of his pecuniary interest therein.

F4: Options fully vest on January 3, 2018.