BORGWARNER INC — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2016-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-04	Common Stock	S	3721.0000	$35.0646	Disposed	132946.7900	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6865.7700	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $35.03 to $35.10, 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.