HEXCEL CORP /DE/ — Director's Dealing 2017

Jan 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2017-01-24

Reporting Person: Pensky Wayne C (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-24	Common Stock	M	8911	—	Acquired	107001	Direct
2017-01-24	Common Stock	F	4413	$50.99	Disposed	102588	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-24	Performance-Based Award	$	M	8911	Disposed		Common Stock (8911)	Direct

Footnotes

F1: The Common Stock was acquired upon the conversion of a performance-based award ("PBA") in accordance with the terms of an underlying Performance Based Award Agreement (the "Agreement") dated January 28, 2014. The PBA was granted based on the level of attainment of specified financial performance criteria set forth in the Agreement, and was granted in a transaction exempt under Rule 16b.

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

F3: The PBA was granted in a transaction exempt under Rule 16b. Upon vesting, the PBA converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

F4: The PBA vested and converted into an equivalent number of shares of Common Stock on January 24, 2017.