Timothy Swords Form 4 HEXCEL / Timothy Swords 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^*

Swords Timothy

(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)

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

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 StockUnits(1)	(1)	11/09/2018		A		1.04		(2)	(2)	Common Stock	1.04	$0.00	430.37(3)	D
Restricted StockUnits(1)	(1)	11/09/2018		A		1.8		(2)	(2)	Common Stock	1.8	$0.00	748.03(4)	D
Restricted StockUnits(1)	(1)	11/09/2018		A		2.05		(2)	(2)	Common Stock	2.05	$0.00	849.4(5)	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 the first three anniversaries 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.

3. On January 26, 2016, the reporting person received a grant pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "2013 Plan"). As previously reported, (i) as of the date the grantee became a reporting person, 1,263.18 RSUs and Additional RSUs from such grant remained unvested, (ii) on January 26, 2017, 425 RSUs and Additional RSUs vested, (iii) on January 26, 2018 427 RSUs and Additional RSUs vested, leaving 426.83 RSUs and Additional RSUs unvested and (iv) following January 26, 2018, the reporting person received aggregate dividend equivalents in the form of 2.50 Additional RSUs. On November 9, 2018, the reporting person received dividend equivalents in the form of 1.04 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

4. As previously reported, (i) on January 30, 2017, the reporting person was granted 1,106 RSUs pursuant to the 2013 Plan, (ii) on January 30, 2018, 371 RSUs and Additional RSUs vested, leaving an aggregate of 741.87 RSUs and Additional RSUs unvested and (iii) following January 30, 2018, the reporting person received aggregate dividend equivalents in the form of 4.36 Additional RSUs. On November 9, 2018, the reporting person received dividend equivalents in the form of 1.80 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

5. As previously reported, (i) on January 29, 2018, the reporting person was granted 844 RSUs pursuant to the 2013 Plan and (ii) following January 29, 2018, the reporting person received aggregate dividend equivalents in the form of 3.35 Additional RSUs. On November 9, 2018, the reporting person received dividend equivalents in the form of 2.05 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

Remarks:

President, Industrial

	/s/ Heather M. DeGregorio, as attorney-in-fact for Timothy Swords	11/13/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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