HEXCEL CORP /DE/ — Director's Dealing 2014

Jan 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2014-01-22

Reporting Person: Hennemuth Robert George (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-22	Common Stock	M	11204	—	Acquired	47089	Direct
2014-01-22	Common Stock	F	5536	$46.40	Disposed	41553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-22	Performance-Based Award	$	M	11204	Disposed		Common Stock (11204)	Direct

Footnotes

F1: The Common Stock was acquired upon the conversion of a performance-based award ("PBA") in accordance with the terms of an underlying Performance Based Award Agreement (the "Agreement") dated January 31, 2011. The PBA was granted based on the level of attainment of specified financial performance criteria set forth in the Agreement, and was granted in a transaction exempt under Rule 16b.

F2: The Common Stock was withheld as payment of tax withholding required upon conversion of the PBA.

F3: The PBA was granted in a transaction exempt under Rule 16b. Upon vesting, the PBA converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

F4: The PBA vested and converted into an equivalent number of shares of Common Stock on January 22, 2014.