HEXCEL CORP /DE/ — Director's Dealing 2017

May 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2017-05-09

Reporting Person: Lehman Gail E (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Restricted Stock Units	$	A	6.04	Acquired		Common Stock (6.04)	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 30, 2017, the reporting person was granted 2,756 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 6.04 dividend equivalent rights reflect dividend equivalent rights at $50.21 per RSU owned by the reporting person on the record date and credited to the reporting person's account on May 9, 2017.

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.