SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pensky Wayne C

(Last)

(First)

(Middle)

HEXCEL CORPORATION

281 TRESSER BLVD.

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2007

3. Issuer Name and Ticker or Trading Symbol
HEXCEL CORP /DE/ [ HXL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,409	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	01/29/2017	Common Stock	8,542	$18.17	D
Restricted Stock Units⁽³⁾	⁽³⁾	01/29/2010	Common Stock	2,024	$0	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	02/07/2016	Common Stock	5,432	$22	D
Restricted Stock Units⁽³⁾	⁽³⁾	02/07/2009	Common Stock	911	$0	D
Restricted Stock Units⁽³⁾	⁽³⁾	01/06/2008	Common Stock	800	$0	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	01/06/2015	Common Stock	8,252	$14.51	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	01/06/2014	Common Stock	15,937	$7.38	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	01/06/2013	Common Stock	37,466	$3.13	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	01/10/2012	Common Stock	16,300	$2.74	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	12/20/2010	Common Stock	17,500	$9.9375	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	02/03/2009	Common Stock	910	$9.0625	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	10/30/2008	Common Stock	40,000	$12	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	10/13/2008	Common Stock	10,700	$8.75	D
Non-Qualified Stock Options⁽¹⁾	⁽²⁾	01/02/2008	Common Stock	4,700	$24	D
Restricted Stock Units⁽³⁾	⁽³⁾	04/26/2010	Common Stock	11,198	$0	D

Explanation of Responses:

1. Non-Qualified Options ("NQOs") granted under the Hexcel Corporation 2003 Incentive Stock Plan (the "ISP") in a transaction exempt under Rule 16b.

2. NQOs granted under the ISP become vested with respect to one-third of the shares of Common Stock subject thereto on each of the first three anniversaries of the date of grant, subject to acceleration upon the occurrence of certain events. The grant date is ten years prior to the expiration date.

3. RSUs granted in a transaction exempt under Rule 16b. The RSUs vest and convert into an equivalent number of shares of Common Stock in equal installments on the first three anniversaries from the grant date. Vesting of the RSUs is also subject to certain acceleration and termination provisions.

	/s/ Wayne C. Pensky, by Seth L. Kaplan, Attorney-in-fact	05/01/2007
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.