HEXCEL CORP /DE/ — Director's Dealing 2020

Jan 31, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2020-01-29

Reporting Person: Merlot Thierry (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-29	Restricted Stock Units	$	A	903.29	Acquired		Common Stock (903.29)	Direct
2020-01-30	Restricted Stock Units	$	A	520.05	Acquired		Common Stock (520.05)	Direct

Footnotes

F1: Represents shares of common stock of the issuer underlying vested time-based Restricted Stock Units ("RSUs") granted in a transaction exempt under Rule 16b.

F2: Each RSU represents the right to receive one share of common stock of the issuer.

F3: To obtain qualifying tax treatment under French tax law, the shares underlying the RSUs will not be distributed to the reporting person until January 29, 2022.

F4: As previously reported, (i) on January 29, 2018, the reporting person was granted 1,336 RSUs and (ii) following January 29, 2018, the reporting person received aggregate dividend equivalents in the form of 20 additional RSUs. The RSUs vest as to two-thirds on the second anniversary from the grant date, and one-third on the third anniversary from the grant date, but remain subject to a holding period. On January 29, 2020, 903.29 RSUs vested and will be converted into shares of common stock of the issuer and distributed to the reporting person on January 29, 2022.

F5: To obtain qualifying tax treatment under French tax law, the shares underlying the RSUs will not be distributed to the reporting person until January 30, 2021.

F6: As previously reported, (i) on January 30, 2017, the reporting person was granted 1,522 RSUs, (ii) on January 30, 2019, 1,029 RSUs and additional RSUs vested, leaving 515.65 RSUs unvested and (iii) following January 30, 2019, the reporting person received aggregate dividend equivalents in the form of 4.40 additional RSUs. The RSUs vest as to two-thirds on the second anniversary from the grant date, and one-third on the third anniversary from the grant date, but remain subject to a holding period. On January 30, 2020, 520.05 RSUs vested and will be converted into shares of common stock of the issuer and distributed to the reporting person on January 30, 2021.