HEXCEL CORP /DE/ — Director's Dealing 2013

Jan 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2013-01-28

Reporting Person: KRAKOWER IRA J (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-28	Restricted Stock Units	$	A	4896	Acquired	2016-01-28	Common Stock (4896)	Direct
2013-01-28	Restricted Stock Units	$	A	8000	Acquired	2016-01-28	Common Stock (8000)	Direct
2013-01-28	Non-Qualified Stock Option	$28.27	A	18148	Acquired	2023-01-28	Common Stock (18148)	Direct

Footnotes

F1: 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.

F2: 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.

F3: The RSUs vest and convert into an equivalent number of shares of Common Stock in equal installments on the second and third anniversaries from the grant date. Vesting of the RSUs is also subject to certain acceleration and termination provisions.

F4: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F5: The NQOs become vested with respect to one-third of the shares of Common Stock subject thereto on each of the first three anniversaries of the date of grant. Vesting of the NQOs is also subject to certain acceleration and termination provisions.