BORGWARNER INC — Director's Dealing 2013

Nov 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2013-11-19

Reporting Person: Hundzinski Ronald T (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-19	Common Stock	M	14600.0000	$29.0900	Acquired	44541.1613	Direct
2013-11-19	Common Stock	M	9450.0000	$29.0400	Acquired	53991.1613	Direct
2013-11-19	Common Stock	M	1500.0000	$34.9450	Acquired	55491.1613	Direct
2013-11-19	Common Stock	S	350.0000	$103.7029	Disposed	55141.1613	Direct
2013-11-19	Common Stock	S	25200.0000	$103.0571	Disposed	29941.1613	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-19	Stock option	$34.9450	M	1500.0000	Disposed	2017-02-06	Common Stock (1500.0000)	Direct
2013-11-19	Stock option	$29.0900	M	14600.0000	Disposed	2016-07-26	Common Stock (14600.0000)	Direct
2013-11-19	Stock option	$29.0400	M	9450.0000	Disposed	2015-07-27	Common Stock (9450.0000)	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $103.69 to $103.74, 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 price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $102.68 to $103.65, inclusive. The reporting person undertakes to provide BorgWarner, any security holder of BorgWarner, or the staff of the SEC, upon reqest, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote 2 of this Form 4.

F3: The listed securities were currently exercisable.