BORGWARNER INC — Director's Dealing 2013

Mar 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2013-03-08

Reporting Person: McAdams Janice K (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	M	15500.0000	$34.9450	Acquired	61468.5492	Direct
2013-03-08	Common Stock	M	14900.0000	$29.0900	Acquired	76368.5492	Direct
2013-03-08	Common Stock	M	10012.0000	$29.0400	Acquired	86380.5492	Direct
2013-03-08	Common Stock	S	40412.0000	$79.2921	Disposed	45968.5492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Stock option	$34.9450	M	15500.0000	Disposed	2017-02-06	Common Stock (15500.0000)	Direct
2013-03-08	Stock option	$29.0900	M	14900.0000	Disposed	2016-07-26	Common Stock (14900.0000)	Direct
2013-03-08	Stock option	$29.0400	M	10012.0000	Disposed	2015-07-27	Common Stock (10012.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1397.7107	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $79.15 to $79.40, 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.