HEXCEL CORP /DE/ — Director's Dealing 2011

Jan 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-01-22

Reporting Person: Pensky Wayne C (SVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-22	Common Stock	M	4259	—	Acquired	60721	Direct
2011-01-22	Common Stock	F	1286	$18.38	Acquired	59435	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-22	Restricted Stock Units	$	M	4259	Acquired	2011-01-22	Common Stock (4259)	Direct

Footnotes

F1: The Common Stock was acquired upon the conversion of Restricted Stock Units ("RSUs") in accordance with the terms of the underlying agreement. The RSUs were granted in a transaction exempt from under Rule 16b.

F2: The Common Stock was withheld as payment of tax withholding required upon conversion of RSUs.

F3: The RSUs were granted in a transaction exempt under Rule 16b. On the third anniversary of the grant date, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

F4: The RSUs were awarded to the grantee in lieu of a portion of the grantee's 2008 bonus at a cost of $16.03 per RSU.