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)

C/O 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)
11/09/2018

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)	11/09/2018		A		6.86		(2)	(2)	Common Stock	6.86	$0.00	2,840.52(3)	D
Restricted Stock Units(1)	(1)	11/09/2018		A		5.4		(2)	(2)	Common Stock	5.4	$0.00	2,236.13(4)	D
Restricted Stock Units(1)	(1)	11/09/2018		A		5.88		(2)	(2)	Common Stock	5.88	$0.00	2,433.93(5)	D
Restricted Stock Units(1)	(1)	11/09/2018		A		5.07		(2)	(2)	Common Stock	5.07	$0.00	2,098.47(6)	D
Restricted Stock Units(1)	(1)	11/09/2018		A		3.88		(2)	(2)	Common Stock	3.88	$0.00	1,605.23(7)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a conditional right to receive one share 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) when dividends are paid on shares of common stock of the issuer.

2. The RSUs and Additional RSUs vest in equal increments on a daily basis over one year and, in accordance with the reporting person's deferral election, will be converted into an equivalent number of shares of common stock of the issuer following the date the reporting person ceases to be a member of the board of directors of the issuer.

3. As previously reported, (i) on October 10, 2014, the reporting person was granted 2,743 RSUs pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "2013 Plan") and (ii) the reporting person has received aggregate dividend equivalents in the form of 90.66 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 6.86 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

4. As previously reported, (i) on May 7, 2015, the reporting person was granted 2,169 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 61.73 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 5.40 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

5. As previously reported, (i) on May 5, 2016, the reporting person was granted 2,382 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 46.05 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 5.88 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

6. As previously reported, (i) on May 4, 2017, the reporting person was granted 2,072 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 21.40 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 5.07 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

7. As previously reported, (i) on May 3, 2018, the reporting person was granted 1,595 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 6.35 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 3.88 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

Remarks:

	/s/ Heather M. DeGregorio, as attorney-in-fact for Guy C. Hachey	11/13/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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