BORGWARNER INC — Director's Dealing 2010

Mar 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2010-03-10

Reporting Person: BONANNO PHYLLIS O (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-10	Common Stock	M	4000	$9.8984	Acquired	25215	Direct
2010-03-10	Common Stock	D	4000	$37.096	Disposed	21215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-10	Stock option	$9.8984	M	4000	Disposed	2011-01-16	Common Stock (4000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.07 to $37.11, inclusive. The reporting person undertakes to provide BorgWarner, any security holder of BorgWarner, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) of this Form 4.

F2: The options vested 50% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.