BORGWARNER INC — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2012-12-18

Reporting Person: NOVAK ERNEST J JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-18	Common Stock	M	2000.0000	$16.5200	Acquired	22068.0000	Direct
2012-12-18	Common Stock	S	2000.0000	$66.5005	Disposed	20068.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-18	Stock option	$16.5200	M	2000.0000	Disposed	2013-07-23	Common Stock (2000.0000)	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.46 to $66.56, 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.