BORGWARNER INC — Director's Dealing 2011

Dec 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2011-11-30

Reporting Person: BONANNO PHYLLIS O (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Common Stock	M	8000.0000	$13.2500	Acquired	24115.0000	Direct
2011-11-30	Common Stock	M	8000.0000	$12.8125	Acquired	32115.0000	Direct
2011-11-30	Common Stock	S	8303.0000	$65.9925	Disposed	23812.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-30	Stock option	$12.8125	M	8000.0000	Disposed	2012-01-15	Common Stock (8000.0000)	Direct
2011-11-30	Stock option	$13.2500	M	8000.0000	Disposed	2013-01-20	Common Stock (8000.0000)	Direct
2011-12-01	Phantom Stock	$	I	12.7525	Disposed		Common Stock (12.7525)	Direct

Footnotes

F1: The price reported in Colunmn 4 is a weighted average price. These shares were sold in multiple transactions ranging from $65.97 to $66.05, 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 listed securities were currently exercisable.

F3: 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.

F4: The phantom stock does not have an exercisable date or an expiration date.

F5: Column 9 includes the reporting person's total phantom stock holdings under the BorgWarner Inc. Board of Directors Deferred Compensation Plan as of the date of this report.