HEXCEL CORP /DE/ — Director's Dealing 2019

Aug 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2019-08-09

Reporting Person: Merlot Thierry (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-09	Restricted StockUnits	$	A	3.23	Acquired		Common Stock (3.23)	Direct
2019-08-09	Restricted StockUnits	$	A	2.82	Acquired		Common Stock (2.82)	Direct
2019-08-09	Restricted Stock Units	$	A	3.71	Acquired		Common Stock (3.71)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer. When dividends are paid on shares of common stock of the issuer, dividend equivalents in the form of additional RSUs ("Additional RSUs") accrue with respect to RSUs (and any Additional RSUs previously accrued) and any underlying shares being held pursuant to the holding period under French tax regulations.

F2: The RSUs and Additional RSUs vest as to 2/3 on the second anniversary of the date of grant, and the remaining 1/3 on the third anniversary of the date of grant, and convert into an equivalent number of shares of common stock of the issuer. Upon vesting, all fractional shares underlying the vesting tranche of RSUs and Additional RSUs are cancelled. Due to French tax regulations, shares underlying the RSUs and Additional RSUs are subject to a holding period until the fourth anniversary of the date of grant.

F3: As previously reported, (i) on January 30, 2017, the reporting person was granted 1,522 RSUs pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "2013 Plan"), (ii) on January 30, 2019, 1,029 RSUs and Additional RSUs vested, leaving 515.65 RSUs and Additional RSUs unvested and (iii) following January 30, 2019, the reporting person received aggregate dividend equivalents in the form of 2.17 Additional RSUs. On August 9, 2019, the reporting person received dividend equivalents in the form of 3.23 Additional RSUs, based on the $81.32 market price per underlying share on the dividend payment date.

F4: As previously reported, (i) on January 29, 2018, the reporting person was granted 1,336 RSUs pursuant to the 2013 Plan and (ii) following January 29, 2018, the reporting person received aggregate dividend equivalents in the form of 14.22 Additional RSUs. On August 9, 2019, the reporting person received dividend equivalents in the form of 2.82 Additional RSUs, based on the $81.32 market price per underlying share on the dividend payment date.

F5: As previously reported, (i) on January 28, 2019, the reporting person was granted 1,774 RSUs pursuant to the 2013 Plan and (ii) following January 28, 2019, the reporting person received aggregate dividend equivalents in the form of 3.74 Additional RSUs. On August 9, 2019, the reporting person received dividend equivalents in the form of 3.71 Additional RSUs, based on the $81.32 market price per underlying share on the dividend payment date.