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BORGWARNER INC Director's Dealing 2011

Nov 4, 2011

30633_dirs_2011-11-04_d2f84195-389e-4232-9ef2-3b7414d8d4ee.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2011-11-02

Reporting Person: MANGANELLO TIMOTHY (Director, Chairman and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-02 Common Stock M 6502.0000 $12.6625 Acquired 405501.0000 Direct
2011-11-02 Common Stock M 5998.0000 $22.2800 Acquired 411499.0000 Direct
2011-11-02 Common Stock S 12500.0000 $75.0043 Disposed 398999.0000 Direct
2011-11-03 Common Stock M 124000.0000 $29.0400 Acquired 522999.0000 Direct
2011-11-03 Common Stock M 19074.0000 $22.2800 Acquired 542073.0000 Direct
2011-11-03 Common Stock S 143074.0000 $75.1701 Disposed 398999.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-02 Stock option $12.6625 M 6502.0000 Disposed 2012-07-24 Common Stock (6502.0000) Direct
2011-11-02 Stock option $22.2800 M 5998.0000 Disposed 2014-07-28 Common Stock (5998.0000) Direct
2011-11-03 Stock option $29.0400 M 124000.0000 Disposed 2015-07-27 Common Stock (124000.0000) Direct
2011-11-03 Stock option $22.2800 M 19074.0000 Disposed 2014-07-28 Common Stock (19074.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 33646.9185 Indirect
Common Stock 187.1817 Indirect

Footnotes

F1: The sales on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $75.00 to $75.05, 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 2 of this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $75.00 to $75.76, 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 3 of this Form 4.

F4: The listed securities were currently exercisable.