BORGWARNER INC — Director's Dealing 2013

Aug 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2013-08-13

Reporting Person: Carlson Steven G. (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Common Stock	M	6370.0000	$29.0400	Acquired	22860.0000	Direct
2013-08-13	Common Stock	S	6370.0000	$100.0049	Disposed	16490.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-13	Stock option	$29.0400	M	6370.0000	Disposed	2015-07-27	Common Stock (6370.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1002.1061	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $100.00 to $100.01, 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.