BORGWARNER INC — Director's Dealing 2011

Aug 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2011-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-01	Common Stock	M	16311.0000	$12.6625	Acquired	415310.0000	Direct
2011-08-01	Common Stock	S	16311.0000	—	Disposed	398999.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-01	Stock option	$12.6625	M	16311.0000	Disposed	2012-07-24	Common Stock (16311.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33646.9185	Indirect
Common Stock	187.1817	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $80.00 to $80.78, 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.