BORGWARNER INC — Director's Dealing 2013

Feb 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2013-02-12

Reporting Person: ADAMS ROBIN J (Director, Vice Chairman and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-12	Common Stock	M	41866.0000	$0.0000	Acquired	209035.0000	Direct
2013-02-12	Common Stock	A	24255.0000	$0.0000	Acquired	233290.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-12	Performance Shares	$	M	41866.0000	Disposed		Common Stock (41866.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38453.8184	Indirect
Common Stock	84554.0000	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 first anniversary of the grant date and 100% on the second anniversary of the grant date.