HEXCEL CORP /DE/ — Director's Dealing 2012

Nov 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2012-11-09

Reporting Person: Stanage Nick L (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-09	Common Stock	M	27988	—	Acquired	110060	Direct
2012-11-09	Common Stock	F	12077	$24.21	Disposed	97983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-09	Restricted Stock Units	$	M	27988	Disposed	2012-11-09	Common Stock (27988)	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: 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 each of November 9, 2010, November 9, 2011 and November 9, 2012. Vesting of the RSUs is also subject to certain acceleration and termination provisions.