Hexcel (HXL) 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)
01/29/2020

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)	(2)	01/29/2020		A		903.29		(3)	(3)	Common Stock	903.29	$0.00	903.29(4)	D
Restricted Stock Units(1)	(2)	01/30/2020		A		520.05		(5)	(5)	Common Stock	520.05	$0.00	520.05(6)	D

Explanation of Responses:

1. Represents shares of common stock of the issuer underlying vested time-based Restricted Stock Units ("RSUs") granted in a transaction exempt under Rule 16b.

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

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

4. As previously reported, (i) on January 29, 2018, the reporting person was granted 1,336 RSUs and (ii) following January 29, 2018, the reporting person received aggregate dividend equivalents in the form of 20 additional RSUs. 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. 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.

5. To obtain qualifying tax treatment under French tax law, the shares underlying the RSUs will not be distributed to the reporting person until January 30, 2021.

6. As previously reported, (i) on January 30, 2017, the reporting person was granted 1,522 RSUs, (ii) on January 30, 2019, 1,029 RSUs and additional RSUs vested, leaving 515.65 RSUs unvested and (iii) following January 30, 2019, the reporting person received aggregate dividend equivalents in the form of 4.40 additional RSUs. 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. On January 30, 2020, 520.05 RSUs vested and will be converted into shares of common stock of the issuer and distributed to the reporting person on January 30, 2021.

Remarks:

President, Aerospace - Europe, MEA, and Asia Pacific

	/s/ Heather M. DeGregorio, as attorney-in-fact for Thierry Merlot	01/31/2020
	** 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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