HEXCEL CORP /DE/ — Director's Dealing 2012

Dec 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2012-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	M	72629	$7.38	Acquired	656595	Direct
2012-12-14	Common Stock	F	43248	$25.59	Disposed	613347	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Non-Qualified Stock Option	$7.38	M	72629	Disposed	2014-01-06	Common Stock (72629)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	149423	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: 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.