BORGWARNER INC — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2012-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	M	75000.0000	—	Acquired	256180.0000	Direct
2012-02-07	Common Stock	A	8655.0000	$0.0000	Acquired	264835.0000	Direct
2011-12-30	Common Stock	A	53.7523	$0.0000	Acquired	38404.1246	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Performance Shares	$	M	75000.0000	Disposed		Common Stock (75000.0000)	Direct

Footnotes

F1: Each performance share represented a contingent right to receive a share of BorgWarner common stock based upon the achievement of specified performance criteria.

F2: The shares will vest 50% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.

F3: From 1/1/11 to 12/31/11 the participant acquired 53.7523 shares in the 401K plan.