Borgwarner Inc - Jul 1, 2023 Form 4 Insider Report for PHINIA INC. (PHIN)

Role: 10%+ Owner
Signature: /s/ Craig Aaron, Vice President and Controller of BorgWarner Inc.
Stock symbol: PHIN
Transactions as of: Jul 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/5/2023, 04:34 PM
Previous filing: Jun 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PHIN	Common stock, par value $0.01 per share	Other	$0	+47M	+47013497%	$0.00	47M	Jul 1, 2023	Direct	F1
transaction	PHIN	Common stock, par value $0.01 per share	Other	$0	-47M	-100%	$0.00^*	0	Jul 3, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the spin-off of PHINIA Inc. ("PHINIA") by BorgWarner Inc. ("BorgWarner") and pursuant to the terms and conditions of the Contribution Agreement by and between BorgWarner and PHINIA, dated as of July 1, 2023, BorgWarner received 47,013,497 shares of PHINIA common stock, which when combined with the 100 shares of common stock held by BorgWarner prior thereto, equals the number of PHINIA shares distributed by BorgWarner in the Distribution, as such term is defined in the Separation and Distribution Agreement by and between BorgWarner and PHINIA, dated as of July 2, 2023 (the "Separation Agreement").
F2	In connection with the spin-off of PHINIA by BorgWarner and pursuant to the terms and conditions of the Separation Agreement, BorgWarner effected the Distribution, as such term is defined in the Separation Agreement, on July 3, 2023, and distributed all shares of PHINIA on a pro rata basis to the holders of record of BorgWarner common stock as of June 23, 2023, the record date.

Content

In connection with the spin-off of PHINIA Inc. ("PHINIA") by BorgWarner Inc. ("BorgWarner") and pursuant to the terms and conditions of the Contribution Agreement by and between BorgWarner and PHINIA, dated as of July 1, 2023, BorgWarner received 47,013,497 shares of PHINIA common stock, which when combined with the 100 shares of common stock held by BorgWarner prior thereto, equals the number of PHINIA shares distributed by BorgWarner in the Distribution, as such term is defined in the Separation and Distribution Agreement by and between BorgWarner and PHINIA, dated as of July 2, 2023 (the "Separation Agreement").

In connection with the spin-off of PHINIA by BorgWarner and pursuant to the terms and conditions of the Separation Agreement, BorgWarner effected the Distribution, as such term is defined in the Separation Agreement, on July 3, 2023, and distributed all shares of PHINIA on a pro rata basis to the holders of record of BorgWarner common stock as of June 23, 2023, the record date.