HEXCEL CORP /DE/ — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-02-14

Reporting Person: DERICKSON SANDRA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	M	3000	$2.74	Acquired	3000	Direct
2011-02-14	Common Stock	M	2000	$4.75	Acquired	5000	Direct
2011-02-14	Common Stock	M	8833	$3.15	Acquired	13833	Direct
2011-02-14	Common Stock	S	13833	$20.4638	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Non-Qualified Stock Option	$2.74	M	3000	Disposed	2012-01-10	Common Stock (3000)	Direct
2011-02-14	Non-Qualified Stock Option	$4.75	M	2000	Disposed	2012-05-09	Common Stock (2000)	Direct
2011-02-14	Non-Qualified Stock Option	$3.15	M	8833	Disposed	2013-05-22	Common Stock (8833)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21795	Indirect
Common Stock	15409	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.34 to $20.57, 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 set forth in this footnote (1).

F2: Options granted to new non-employee directors of Hexcel Corporation pursuant to the Incentive Stock Plan, in an exempt transaction under Rule 16b.

F3: One third of the options granted were exercisable on the date of grant with the remaining options becoming exercisable in equal installements on the 1st and 2nd anniversaries of the grant date.

F4: Options granted to non-employee directors of Hexcel Corporation pursuant to the Incentive Stock Plan, in an exempt transaction under Rule 16b.