BORGWARNER INC — Director's Dealing 2010

Feb 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2010-02-09

Reporting Person: WOOD ROGER (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-09	Common Stock	A	21840	—	Acquired	128721	Direct
2010-02-09	Common Stock	A	75.923	—	Acquired	13987.2735	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-09	Performance Shares	$0	M	21840	Disposed		Common Stock (21840)	Direct

Footnotes

F1: Each performance share represented a contingent right to receive a share of BorgWarner common stock based upon the achievement of specified performance criteria.

F2: Between 1/1/09 and 12/31/09, the reporting person acquired 75.923 shares of BorgWarner common stock under the BorgWarner 401(k) plan.