HEXCEL CORP /DE/ — Director's Dealing 2011

Jul 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-07-20

Reporting Person: Pensky Wayne C (SVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-20	Common Stock	M	37466	$3.13	Acquired	106583	Direct
2011-07-20	Common Stock	S	37466	$23.6110	Disposed	69117	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-20	Non-Qualified Stock Option	$3.13	M	37466	Disposed	2013-01-06	Common Stock (37466)	Direct

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 17, 2011.

F2: The price reported in column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $23.46 to $23.72, 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: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F4: This Non-Qualified Stock Option became vested with respect to one third of the underlying shares of Common Stock on each of the first three anniversaries of the grant date. The grant date was ten years prior to the expiration date.