HEXCEL CORP /DE/ — Director's Dealing 2015

Nov 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2015-11-16

Reporting Person: PUGH DAVID L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-16	Restricted Stock Units	$	A	5.6	Acquired		Common Stock (5.6)	Direct
2015-11-16	Restricted Stock Units	$	A	4.82	Acquired		Common Stock (4.82)	Direct

Footnotes

F1: The underlying Restricted Stock Units ("RSUs") were granted in a transaction exempt under Rule 16b.

F2: As previously reported, on May 8, 2014, the reporting person was granted 2,508 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 5.60 dividend equivalent rights reflect dividend equivalent rights at $43.96 per RSU owned by the reporting person on the record date and credited to the reporting person's account on November 16, 2015.

F3: The underlying RSUs vest ratably over the one year following the grant date and convert into an equivalent number of shares of Common Stock at such time as the grantee ceases to be a member of Hexcel's Board. Vesting and conversion are subject to certain acceleration and termination provisions.

F4: As previously reported, on May 7, 2016, the reporting person was granted 2,169 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 4.82 dividend equivalent rights reflect dividend equivalent rights at $43.96 per RSU owned by the reporting person on the record date and credited to the reporting person's account on November 16, 2015.