HEXCEL CORP /DE/ — Director's Dealing 2017

May 10, 2017

SEC Form 4/A — Form 4/A

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

Reporting Person: Brubaker Lynn (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	5	—	Acquired	7107	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Restricted Stock Units	$	A	5.25	Acquired		Common Stock (5.25)	Direct
2017-05-09	Restricted Stock Units	$0	M	5.25	Disposed		Common Stock (5.25)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6948	Indirect

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 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.

F3: As previously reported, on May 4, 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. This filing amends the reporting person's filing from May 5, 2017 to correct the total number of shares that converted, which was 2,397. 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.

F4: The underlying RSUs vested ratably over the one year following the grant date and converted into an equivalent number of shares of Common Stock on May 4, 2017, the first anniversary from the grant date. In addition, dividend equivalent rights with respect to the underlying RSUs also converted into an equivalent number of shares of Common Stock on May 4, 2017. Vesting of the RSUs was also subject to certain acceleration and termination provisions.

F5: Fractional RSUs do not convert into shares of common stock and are cancelled at the time of conversion.