HEXCEL CORP /DE/ — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2012-11-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-12	Common Stock	M	36314	$7.38	Acquired	620280	Direct
2012-11-12	Common Stock	S	36314	$24.293	Disposed	583966	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-12	Non-Qualified Stock Option	$7.38	M	36314	Disposed	2014-01-06	Common Stock (36314)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	149423	Indirect

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 August 7, 2012.

F2: The price reported in column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $24.17 to $24.43, 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.