Hachey Guy C Form 4 HEXCEL / GUY C HACHEY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HACHEY GUY C

(Last) (First) (Middle)

HEXCEL CORPORATION

281 TRESSER BLVD, 16TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEXCEL CORP /DE/ [ HXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(1)	11/08/2017		A		4.52(2)		(3)	(3)	Common Stock	4.52	(1)	2,217.66	D
Restricted Stock Units(1)	(1)	11/08/2017		A		5.74(4)		(3)	(3)	Common Stock	5.74	(1)	2,817.05	D
Restricted Stock Units(1)	(1)	11/08/2017		A		4.92(5)		(3)	(3)	Common Stock	4.92	(1)	2,413.81	D
Restricted Stock Units(1)	(1)	11/08/2017		A		4.24(6)		(3)	(3)	Common Stock	4.24	(1)	2,081.13	D

Explanation of Responses:

1. The underlying Restricted Stock Units ("RSUs") were granted in a transaction exempt under Rule 16b. Upon vesting, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

2. As previously reported, on May 7, 2015, the reporting person was granted 2,169 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 4.52 dividend equivalent rights reflect dividend equivalent rights at $61.19 per RSU owned by the reporting person on the record date and credited to the reporting person's account on November 8, 2017.

3. The underlying RSUs vest ratably over the one year period following the grant date, and convert into an equal number of shares of common stock at such time as the grantee ceases to be a member of Hexcel's Board of Directors. Vesting and conversion are subject to certain acceleration and termination provisions.

4. As previously reported, on October 10, 2014, the reporting person was granted 2,743 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 5.74 dividend equivalent rights reflect dividend equivalent rights at $61.19 per RSU owned by the reporting person on the record date and credited to the reporting person's account on November 8, 2017.

5. As previously reported, on May 5, 2016, the reporting person was granted 2,382 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 4.92 dividend equivalent rights reflect dividend equivalent rights at $61.19 per RSU owned by the reporting person on the record date and credited to the reporting person's account on November 8, 2017.

6. As previously reported, on May 4, 2017, the reporting person was granted 2,072 RSUs. Dividend equivalent rights accrue with respect to the unvested RSUs when and as dividends are paid on Hexcel common stock. The 4.24 dividend equivalent rights reflect dividend equivalent rights at $61.19 per RSU owned by the reporting person on the record date and credited to the reporting person's account on November 8, 2017.

	/s/ Guy C. Hachey by Adam P. Gold, Attorney-in-fact	11/09/2017
	** Signature of Reporting Person	Date
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