BORGWARNER INC — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2011-02-15

Reporting Person: WOOD ROGER (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	M	28000.0000	$29.0900	Acquired	175716.0000	Direct
2011-02-15	Common Stock	M	27060.0000	$34.9450	Acquired	202776.0000	Direct
2011-02-15	Common Stock	M	20000.0000	$29.0400	Acquired	222776.0000	Direct
2011-02-15	Common Stock	M	14732.0000	$16.5200	Acquired	237508.0000	Direct
2011-02-15	Common Stock	M	14686.0000	$22.2800	Acquired	252194.0000	Direct
2011-02-15	Common Stock	S	104478.0000	$79.4400	Disposed	147716.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Stock option	$34.9450	M	27060.0000	Disposed	2017-02-06	Common Stock (27060.0000)	Direct
2011-02-15	Stock option	$16.5200	M	14732.0000	Disposed	2013-07-23	Common Stock (14732.0000)	Direct
2011-02-15	Stock option	$29.0900	M	28000.0000	Disposed	2016-07-26	Common Stock (28000.0000)	Direct
2011-02-15	Stock option	$29.0400	M	20000.0000	Disposed	2015-07-27	Common Stock (20000.0000)	Direct
2011-02-15	Stock option	$22.2800	M	14686.0000	Disposed	2014-07-28	Common Stock (14686.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13980.8852	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.26 to $79.62, 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.