BORGWARNER INC — Director's Dealing 2023

Mar 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2023-02-28

Reporting Person: Aaron Craig (VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-28	Common Stock	F	581.0000	$50.2800	Disposed	12853.9200	Direct
2023-02-28	Common Stock	F	703.0000	$50.2800	Disposed	12150.9200	Direct
2023-03-01	Common Stock	S	1659.0000	$50.5619	Disposed	10491.9200	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2254.0210	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (192.1920)	192.1920	Direct

Footnotes

F1: Represents shares withheld to cover taxes due upon the vesting of certain restricted stock awards.

F2: The price in Column 4 is a weighted average price. The actual prices received ranged from $50.55 to $50.57. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F3: From 01/01/22 to 12/31/22, the reporting person acquired 20.5090 shares in the 401K plan. Column 5 includes the reporting person's total stock holdings in the 401K plan as of 12/31/22.

F4: Each phantom stock unit is the economic equivalent of one sare of BorgWarner Inc. common stock.

F5: The phantom stock units were acquired under the BorgWarner Inc. Excess Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement or separataion from service.