HEXCEL CORP /DE/ — Director's Dealing 2018

Jul 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2018-07-27

Reporting Person: Hendricks Kimberly A. (SVP, Corp. Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-27	Common Stock	M	1176	$0.00	Acquired	23998	Direct
2018-07-27	Common Stock	F	483	$68.68	Disposed	23515	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-27	Restricted Stock Units	$	M	1176	Disposed		Common Stock (1176)	Direct

Footnotes

F1: Represents shares of common stock of the issuer acquired upon the vesting of restricted stock units granted on July 27, 2017 pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "Original RSUs") and additional restricted stock units ("Additional RSUs", together with the Original RSUs, the "RSUs") constituting dividend equivalent rights accrued with respect to the Original RSUs and any previously issued Additional RSUs. In connection with the vesting, all fractional Additional RSUs constituting dividend equivalent rights accrued were cancelled.

F2: Represents shares of common stock of the issuer withheld for the payment of taxes due upon conversion of the RSUs.

F3: Upon vesting in accordance with the underlying grant agreement, the RSUs are converted into an equivalent number of shares of common stock of the issuer.

F4: The RSUs vest and convert into an equivalent number of shares of common stock of the issuer in equal installments on the first three anniversaries of the grant date.

F5: Includes Additional RSUs constituting dividend equivalent rights accrued with respect to the Original RSUs and any previously issued Additional RSUs. On November 8, 2017, the reporting person received 7.12 Additional RSUs constituting dividend equivalent rights, based on the $61.19 market price per underlying share on that date. Due to an administrative error, this transaction was inadvertently omitted from the reporting person's Form 4 filed on November 9, 2017; however, the aggregate number of derivative securities was reported correctly in the reporting person's Form 4 filed on February 14, 2018 and in subsequent Form 4 filings.