HEXCEL CORP /DE/ — Director's Dealing 2011

Jan 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-26	Common Stock	M	24561	—	Acquired	323397	Direct
2011-01-26	Common Stock	F	10046	$19.16	Disposed	313351	Direct
2011-01-28	Common Stock	M	11744	—	Acquired	325095	Direct
2011-01-28	Common Stock	F	4804	$18.75	Disposed	320291	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Restricted Stock Units	$	M	24561	Disposed	2012-01-26	Common Stock (24561)	Direct
2011-01-28	Restricted Stock Units	$	M	11744	Disposed	2011-01-28	Common Stock (11744)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	74848	Indirect
Common Stock	38175	Indirect

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 under Rule 16b.

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

F3: These RSUs were granted in a transaction exempt under Rule 16b. Upon vesting, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

F4: The RSUs vest and convert into an equivalent number of shares of Common Stock in equal installments on the first three anniversaries from the grant date. Vesting of the RSUs is also subject to certain acceleration and termination provisions.