HEXCEL CORP /DE/ — Director's Dealing 2011

Aug 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-07-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-30	Common Stock	M	91666	$10.50	Acquired	473195	Direct
2011-07-30	Common Stock	F	62411	$23.94	Disposed	410784	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-30	Non-Qualified Stock Option	$10.50	M	91666	Disposed	2011-07-30	Common Stock (91666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	74848	Indirect
Common Stock	38175	Indirect

Footnotes

F1: These shares were withheld as payment for the NQO exercise price and tax withholding required upon exercise of NQOs.

F2: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F3: The NQO became exercisable in full on July 29, 2011, but was subject to earlier vesting in equal one-third parts if the price of a share of Hexcel common stock reached $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.