SEC FORM 4

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^*

Hendricks Kimberly A.

(Last)

(First)

(Middle)

HEXCEL CORPORATION

281 TRESSER BLVD., 16TH FLOOR

(Street)

STAMFORD

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)
	SVP, Corp. Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/27/2018		M		1,176⁽¹⁾	A	$0.00	23,998	D
Common Stock	07/27/2018		F		483⁽²⁾	D	$68.68	23,515	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	07/27/2018		M			1,176	⁽⁴⁾	⁽⁴⁾	Common Stock	1,176	$0.00	2,352⁽⁵⁾	D

Explanation of Responses:

1. Represents shares of common stock of the issuer acquired upon the vesting of restricted stock units granted on July 27, 2017 pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "Original RSUs") and additional restricted stock units ("Additional RSUs", together with the Original RSUs, the "RSUs") constituting dividend equivalent rights accrued with respect to the Original RSUs and any previously issued Additional RSUs. In connection with the vesting, all fractional Additional RSUs constituting dividend equivalent rights accrued were cancelled.

2. Represents shares of common stock of the issuer withheld for the payment of taxes due upon conversion of the RSUs.

3. Upon vesting in accordance with the underlying grant agreement, the RSUs are converted into an equivalent number of shares of common stock of the issuer.

4. The RSUs vest and convert into an equivalent number of shares of common stock of the issuer in equal installments on the first three anniversaries of the grant date.

5. Includes Additional RSUs constituting dividend equivalent rights accrued with respect to the Original RSUs and any previously issued Additional RSUs. On November 8, 2017, the reporting person received 7.12 Additional RSUs constituting dividend equivalent rights, based on the $61.19 market price per underlying share on that date. Due to an administrative error, this transaction was inadvertently omitted from the reporting person's Form 4 filed on November 9, 2017; however, the aggregate number of derivative securities was reported correctly in the reporting person's Form 4 filed on February 14, 2018 and in subsequent Form 4 filings.

Remarks:

	/s/ Steven A. Wein, as attorney-in-fact for Kimberly A. Hendricks	07/31/2018
	** 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).
** 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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