BORGWARNER INC — Director's Dealing 2016

Aug 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2016-08-02

Reporting Person: McGill Thomas J. (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-02	Common Stock	M	5000.0000	$17.4730	Acquired	31061.0000	Direct
2016-08-02	Common Stock	S	5000.0000	$31.8303	Disposed	26061.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-02	Stock option	$17.4730	M	5000.0000	Disposed		Common Stock (5000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1646.2623	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions from $31.83 to $31.84, 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.