BORGWARNER INC — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2012-03-05

Reporting Person: ADAMS ROBIN J (Director, EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	30000.0000	$29.0400	Acquired	287379.0000	Direct
2012-03-05	Common Stock	S	8400.0000	$83.9500	Disposed	278979.0000	Direct
2012-03-05	Common Stock	S	21600.0000	$83.2200	Disposed	257379.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Stock option	$29.0400	M	30000.0000	Disposed	2015-07-27	Common Stock (30000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38404.1246	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $83.73 to $84.39, 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 price within the ranges set forth in Footnote 1 of this Form 4.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $82.70 to $83.68, 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 listed securities were currently exercisable.