HEXCEL CORP /DE/ — Director's Dealing 2021

Feb 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2021-01-28

Reporting Person: Merlot Thierry (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-30	Common Stock	M	523	$0.00	Acquired	32391	Direct
2021-01-30	Common Stock	M	3214	$0.00	Acquired	35605	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-28	Restricted Stock Units	$	A	4790	Acquired		Common Stock (4790)	Direct
2021-01-28	Non-Qualified Stock Options	$44.90	A	17805	Acquired	2031-01-28	Common Stock (17805)	Direct
2021-01-28	Restricted Stock Units	$	A	1192.22	Acquired		Common Stock (1192.22)	Direct
2021-01-28	Restricted Stock Units	$	D	1192.22	Disposed		Common Stock (1192.22)	Direct
2021-01-29	Restricted Stock Units	$	A	453.73	Acquired		Common Stock (453.73)	Direct
2021-01-30	Restricted Stock Units	$	M	523	Disposed		Common Stock (523)	Direct
2021-01-30	Performance-Based Share Award	$	M	3214	Disposed		Common Stock (3214)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer.

F2: The RSUs vest as to two-thirds 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.

F3: The non-qualified stock options vest in equal increments on each of the first three anniversaries of the date of grant.

F4: Represents shares of common stock of the issuer underlying time-based RSUs that have vested but have not been distributed.

F5: 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. To obtain qualifying tax treatment under French tax law, the shares underlying the vested RSUs will not be distributed to the reporting person until January 28, 2023.

F6: As previously reported, on January 28, 2019, the reporting person was granted 1,774 RSUs, and following January 28, 2019, the reporting person received 15.36 aggregate dividend equivalents in the form of additional RSUs. On January 28, 2021, 1192.22 RSUs vested and will be converted into shares of common stock of the issuer and distributed to the reporting person on January 28, 2023, leaving 597.14 RSUs unvested.

F7: Represents shares of common stock of the issuer underlying time-based RSUs.

F8: 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. To obtain qualifying tax treatment under French tax law, the shares underlying the vested RSUs will not be distributed to the reporting person until January 29, 2022.

F9: As previously reported, on January 29, 2018, the reporting person was granted 1,336 RSUs and, following January 29, 2018, the reporting person has received aggregate dividend equivalents in the form of 23.03 additional RSUs. As previously reported, 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. On January 29, 2021, 453.73 RSUs vested and will be converted into shares of common stock of the issuer and distributed to the reporting person on January 29, 2022.

F10: As previously reported, to obtain qualifying tax treatment under French tax law, the RSUs fully vested as of January 30, 2020, but were held for distribution to the reporting person until January 30, 2021.

F11: As previously reported, on (i) January 30, 2017, the reporting person was granted 1,522 RSUs; (ii) on January 30, 2019, 1029 RSUs vested; and (iii) on January 30, 2020, 520.05 RSUs vested, but were not distributed subject to the holding period. On January 30, 2021, 523 RSUs, which includes aggregate dividend equivalents received by the reporting person, were converted into shares of common stock of the issuer and distributed to the reporting person.

F12: Represents shares of common stock of the issuer underlying a vested performance-based share award ("PSA") based on the level of attainment of specified financial performance criteria set forth in the underlying performance-based award agreement, dated January 30, 2017.

F13: Each PSA represents the right to receive one share of common stock of the issuer.

F14: As previously reported, to obtain qualifying tax treatment under French tax law, the shares underlying the PSA vested on January 21, 2020, but were held for distribution to the reporting person until January 30, 2021.