HEXCEL CORP /DE/ — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2016-02-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-12	Restricted Stock Units	$	A	2.46	Acquired		Common Stock (2.46)	Direct
2016-02-12	Restricted Stock Units	$	A	5.22	Acquired		Common Stock (5.22)	Direct
2016-02-12	Restricted Stock Units	$	A	8.52	Acquired		Common Stock (8.52)	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 28, 2014, the reporting person was granted 2,913 RSUs, 972 of which vested on January 28, 2015 and converted into shares of common stock on such date, and 978 of which vested on January 28, 2016 and converted into shares of common stock on such date. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 2.46 dividend equivalent rights reflect dividend equivalent rights at $39.61 per RSU owned by the reporting person on the record date and credited to the reporting person's account on February 12, 2016.

F3: The underlying 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.

F4: As previously reported, on January 27, 2015, the reporting person was granted 3,088 RSUs, 1,036 of which vested on January 27, 2016 and converted into shares of common stock on such date. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 5.22 dividend equivalent rights reflect dividend equivalent rights at $39.61 per RSU owned by the reporting person on the record date and credited to the reporting person's account on February 12, 2016.

F5: As previously reported, on January 26, 2016, the reporting person was granted 3,376 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 8.52 dividend equivalent rights reflect dividend equivalent rights at $39.61 per RSU owned by the reporting person on the record date and credited to the reporting person's account on February 12, 2016.