HEXCEL CORP /DE/ — Director's Dealing 2016

Jan 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2016-01-27

Reporting Person: Pensky Wayne C (SVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-27	Common Stock	M	1709	—	Acquired	96966	Direct
2016-01-27	Common Stock	F	832	$40.24	Disposed	96134	Direct
2016-01-28	Common Stock	M	2222	—	Acquired	98356	Direct
2016-01-28	Common Stock	F	1082	$40.52	Disposed	97274	Direct
2016-01-28	Common Stock	M	1591	—	Acquired	98865	Direct
2016-01-28	Common Stock	F	775	$40.52	Disposed	98090	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-27	Restricted Stock Units	$	M	1709	Disposed	2018-01-27	Common Stock (1709)	Direct
2016-01-28	Restricted Stock Units	$	M	2222	Disposed	2016-01-28	Common Stock (2222)	Direct
2016-01-28	Restricted Stock Units	$	M	1591	Disposed	2017-01-28	Common Stock (1591)	Direct

Footnotes

F1: The Common Stock was acquired upon the conversion of Restricted Stock Units ("RSUs") in accordance with the terms of the underlying agreement. The RSUs were granted in a transaction exempt under Rule 16b.

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

F3: The 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.

F4: 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.