Michael C Harrington Form 3 WATERS / Michael C Harrington ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Harrington Michael C

(Last) (First) (Middle)

34 MAPLE STREET

(Street)

MILFORD MA 01757

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2016

3. Issuer Name and Ticker or Trading Symbol
WATERS CORP /DE/ [ WAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP, Global Markets

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,187	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	12/11/2008(2)	12/11/2017	Common Stock	12,000	77.94	D
Stock Option (Right to Buy)	12/09/2011(3)	12/09/2020	Common Stock	28,000	79.05	D
Stock Option (Right to Buy)	12/07/2012(4)	12/07/2021	Common Stock	24,000	79.15	D
Stock Option (Right to Buy)	12/11/2013(5)	12/11/2022	Common Stock	30,000	87.06	D
Stock Option (Right to Buy)	12/06/2014(6)	12/06/2023	Common Stock	20,000	98.21	D
Stock Option (Right to Buy)	12/11/2015(7)	12/11/2024	Common Stock	28,000	113.36	D
Stock Option (Right to Buy)	12/09/2016(8)	12/09/2025	Common Stock	26,269	128.93	D

Explanation of Responses:

1. 10,182 Restricted Stock Units vest 20% per annum for a 5 year period beginning on December 6, 2014. A total of 1,919 shares of common stock representing taxes were withheld at vesting dates December 6, 2014 and December 6, 2015.

2. The grant of 20,000 options vested 20% per annum for a 5 year period beginning on December 11, 2008.

3. These options vest 20% per annum for a 5 year period beginning on December 9, 2011.

4. The grant of 30,000 options vest 20% per annum for a 5 year period beginning on December 7, 2012.

5. These options vest 20% per annum for a 5 year period beginning on December 11, 2013.

6. These options vest 20% per annum for a 5 year period beginning on December 6, 2014.

7. These options vest 20% per annum for a 5 year period beginning on December 11, 2015.

8. These options vest 20% per annum for a 5 year period beginning on December 9, 2016.

	/s/ Michael C Harrington	02/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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