HEXCEL CORP /DE/ — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2015-02-17

Reporting Person: EGNOTOVICH CYNTHIA M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Restricted Stock Units	$	A	5.54	Acquired		Common Stock (5.54)	Direct

Footnotes

F1: The underlying Restricted Stock Units ("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: As previously reported, on January 2, 2015, the reporting person was granted 2,543 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 5.54 dividend equivalent rights reflect dividend equivalent rights at $45.87 per RSU credited to the reporting person's account on February 17, 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.