HEXCEL CORP /DE/ — Director's Dealing 2012

Jan 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2012-01-25

Reporting Person: MACINTYRE MICHAEL J (Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-25	Common Stock	M	3462	—	Acquired	4050	Direct
2012-01-25	Common Stock	F	1274	$25.95	Disposed	2776	Direct
2012-01-26	Common Stock	M	652	—	Acquired	3428	Direct
2012-01-26	Common Stock	F	244	$25.93	Disposed	3184	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-25	Restricted Stock Units	$	M	3462	Disposed		Common Stock (3462)	Direct
2012-01-26	Restricted Stock Units	$	M	652	Disposed	2012-01-26	Common Stock (652)	Direct

Footnotes

F1: The Common Stock was acquired upon the conversion of Restricted Stock Units ("RSUs") in accordance with the terms of an underlying Performance Based Award Agreement (the "Agreement") dated January 26, 2009. The RSUs were granted based on the level of attainment of specified financial performance criteria set forth in the Agreement, and 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: 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.

F4: 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.

F5: The RSUs vested and converted into an equivalent number of shares of Common Stock on January 25, 2012.

F6: 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.