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: Domenichini Andrea (VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-26	Common Stock	M	1821	—	Acquired	1821	Direct
2011-01-28	Common Stock	M	10000	—	Acquired	11821	Direct
2011-01-28	Common Stock	M	940	—	Acquired	12761	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Restricted Stock Units	$	M	1821	Disposed	2012-01-26	Common Stock (1821)	Direct
2011-01-28	Restricted Stock Units	$	M	10000	Disposed	2011-01-28	Common Stock (10000)	Direct
2011-01-28	Restricted Stock Units	$	M	940	Disposed	2011-01-28	Common Stock (940)	Direct

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: 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.

F3: 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.

F4: The RSUs vest and convert into an equivalent number of shares of Common Stock on January 28, 2011.