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HEXCEL CORP /DE/ Director's Dealing 2017

May 10, 2017

31031_dirs_2017-05-10_22bdbd1a-2a62-4653-91c9-7f2d9afeb2fc.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GRAVES JEFFREY A (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-09 Restricted Stock Units $ A 4.83 Acquired Common Stock (4.83) Direct
2017-05-09 Restricted Stock Units $ A 5.61 Acquired Common Stock (5.61) Direct
2017-05-09 Restricted Stock Units $ A 5.25 Acquired Common Stock (5.25) 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 May 7, 2015, 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 4.83 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 ratably over the one year period following the grant date, and convert into an equal number of shares of common stock at such time as the grantee ceases to be a member of Hexcel's Board of Directors. Vesting and conversion are subject to certain acceleration and termination provisions.

F4: 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 5.61 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.

F5: As previously reported, on May 5, 2016, the reporting person was granted 2,382 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 5.25 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.