BORGWARNER INC — Director's Dealing 2010

Nov 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2010-11-17

Reporting Person: MICHAS ALEXIS P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-17	Common Stock	M	8000.0000	$13.2500	Acquired	180929.0000	Direct
2010-11-17	Common Stock	M	8000.0000	$12.8125	Acquired	188929.0000	Direct
2010-11-17	Common Stock	M	4000.0000	$9.8984	Acquired	192929.0000	Direct
2010-11-18	Common Stock	S	4700.0000	—	Disposed	188229.0000	Direct
2010-11-18	Common Stock	S	50000.0000	—	Disposed	138229.0000	Direct
2010-11-19	Common Stock	S	9000.0000	—	Disposed	129229.0000	Direct
2010-11-19	Common Stock	S	20000.0000	—	Disposed	109229.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-17	Stock option	$12.8125	M	8000.0000	Disposed	2012-01-15	Common Stock (8000.0000)	Direct
2010-11-17	Stock option	$9.8984	M	4000.0000	Disposed	2011-01-16	Common Stock (4000.0000)	Direct
2010-11-17	Stock option	$13.2500	M	8000.0000	Disposed	2013-01-21	Common Stock (8000.0000)	Direct
2010-11-18	Phantom Stock	$	I	13876.6481	Disposed		Common Stock (13876.6481)	Direct

Footnotes

F1: The listed derivatives were currently exercisable.

F2: Each share of phantom stock entitled the reporting person to receive, on the Transaction Date, the cash equivalent of one share of BorgWarner common stock. Prior to payment, the reporting person had the right to transfer the value of the phantom stock account into an alternative investment account.

F3: The phantom stock does not have an exercisable date or an expiration date.