Merlot Thierry Form 4 HEXCEL / Thierry Merlot 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^*

Merlot Thierry

(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)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2022

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
Common Stock	01/29/2022		M		1,359	A	$0.00	35,384	D

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)	(2)	01/28/2022		A		597.14		(3)	(3)	Common Stock	597.14	$0.00	1,789.36(4)	D
Restricted Stock Units(1)	(2)	01/28/2022		M			597.14	(3)	(3)	Common Stock	597.14	$0.00	0(4)	D
Restricted Stock Units	(2)	01/29/2022		M			1,359.03	(5)	(5)	Common Stock	1,359.03	$0.00	0(6)	D
Restricted Stock Units	(2)	01/31/2022		A		2,902		(7)	(7)	Common Stock	2,902	$0.00	2,902	D
Non-Qualified Stock Options	$52.17	01/31/2022		A		10,610		(8)	01/31/2032	Common Stock	10,610	$0.00	10,610	D

Explanation of Responses:

1. Represents shares of common stock of the issuer underlying time-based restricted stock units ("RSUs") that have vested but have not been distributed.

2. Each RSU represents a conditional right to receive one share of common stock of the issuer.

3. 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.

4. 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 on January 28, 2022 the remaining 597.14 RSUs vested. 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.

5. The RSUs vested as to two-thirds on the second anniversary from the grant date, and one-third on the third anniversary from the grant date, but remained subject to a holding period until January 29, 2022 to obtain qualifying tax treatment under French tax law.

6. The RSUs vested as to two-thirds on the second anniversary of the grant date, and one-third on the third anniversary of the grant date, but to obtain qualifying tax treatment under French tax law, the shares underlying the vested RSUs were withheld from distribution to the reporting person until January 29, 2022.

7. The RSUs vest as to two-thirds on the second anniversary of the date of grant, and the remaining one-third on the third anniversary of the date of grant, and convert into an equivalent number of shares of common stock of the issuer.

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

Remarks:

President, Aerospace - Europe, MEA, and Asia Pacific and Industrial

	/s/ Heather M. DeGregorio, as attorney-in-fact for Thierry Merlot	02/01/2022
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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