HEXCEL CORP /DE/ — Director's Dealing 2011

Jun 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-06-10

Reporting Person: BERGES DAVID E (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-10	Common Stock	M	80609	$10.50	Acquired	444117	Direct
2011-06-10	Common Stock	S	80609	$19.0904	Disposed	363508	Direct
2011-06-10	Common Stock	M	40000	$10.50	Acquired	403508	Direct
2011-06-10	Common Stock	F	29276	$19.22	Disposed	374232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-10	Non-Qualified Stock Option	$10.50	M	80609	Disposed	2011-07-30	Common Stock (80609)	Direct
2011-06-10	Non-Qualified Stock Option	$10.50	M	40000	Disposed	2011-07-30	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	74848	Indirect
Common Stock	38175	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 15, 2011.

F2: The price reported in column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $18.95 to $19.39, inclusive. The reporting person undertakes to provide Hexcel Corporation, any security holder of Hexcel Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range of this footnote (2).

F3: These shares were withheld as payment for the NQO exercise price and tax withholding required upon exercise of NQOs.

F4: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F5: The NQOs vested over four years at a rate of one-sixteenth of the shares at the end of each three month period beginning with the three month period ending October 31, 2001.

F6: The NQO becomes exercisable in full on July 29, 2011, but is subject to earlier vesting in equal one-third parts if the price of a share of Hexcel common stock reaches $15.75, $21.00 and $26.25 over consecutive thirty-day trading periods. The option vested as to one-third of the underlying shares in 2005 as Hexcel stock closed at $15.75 or higher for thirty consecutive days, and vested as to an additional third of the underlying shares in 2006 as Hexcel stock closed at $21.00 or higher for thirty consecutive days.