BORGWARNER INC — Director's Dealing 2016

Aug 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2016-08-09

Reporting Person: Ericson Brady D (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-09	Common Stock	M	16240.0000	$17.4730	Acquired	70155.6400	Direct
2016-08-09	Common Stock	S	16240.0000	$33.7705	Disposed	53915.6400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-09	Stock option	$17.4730	M	16240.0000	Disposed	2017-02-06	Common Stock (16240.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5453.7247	Indirect
Common Stock	30.0000	Indirect
Common Stock	30.0000	Indirect
Common Stock	30.0000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions from $33.61 to $33.85, 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 price within the ranges set forth in Footnote 1 of this Form 4.

F2: The listed securities were currently exercisable.