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: Verrier James (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	A	17520.0000	—	Acquired	36630.9656	Direct
2012-02-07	Common Stock	A	3140.0000	$0.0000	Acquired	39770.9656	Direct
2011-12-30	Common Stock	D	0.4592	$0.0000	Disposed	947.7466	Indirect

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: The reporting persons 401K plan was adjusted.