Edgar Filing: GRAVES JEFFREY A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRAVES JEFFREY A

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

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O HEXCEL CORPORATION, 281 TRESSER BLVD., 16TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2018

(Street)

STAMFORD, CT 06901

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

6.27

⁽²⁾

Common Stock

6.27

$ 0

2,597.17 ⁽³⁾

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

5.4

⁽²⁾

Common Stock

5.4

$ 0

2,236.13 ⁽⁴⁾

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

5.88

⁽²⁾

Common Stock

5.88

$ 0

2,433.93 ⁽⁵⁾

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

5.07

⁽²⁾

Common Stock

5.07

$ 0

2,098.47 ⁽⁶⁾

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

0.7

⁽²⁾

Common Stock

0.7

$ 0

291.39 ⁽⁷⁾

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

0.68

⁽²⁾

Common Stock

0.68

$ 0

283.79 ⁽⁸⁾

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

3.88

⁽²⁾

Common Stock

3.88

$ 0

1,605.23 ⁽⁹⁾

Restricted Stock Units ⁽¹⁾

⁽¹⁾

11/09/2018

0.66

⁽²⁾

Common Stock

0.66

$ 0

273.25 ⁽¹⁰⁾

Restricted Stock Units

⁽¹⁾

11/09/2018

0.72

⁽²⁾

Common Stock

0.72

$ 0

299.72 ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAVES JEFFREY A C/O HEXCEL CORPORATION 281 TRESSER BLVD., 16TH FLOOR STAMFORD, CT 06901	X

Signatures

/s/ Heather M. DeGregorio, as attorney-in-fact for Jeffrey A. Graves		11/13/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 a daily basis over one year and, in accordance with the reporting person's deferral election, will be converted into an equivalent number of shares of common stock of the issuer following the date the reporting person ceases to be a member of the board of directors of the issuer.
(3)	As previously reported, (i) on May 8, 2014, the reporting person was granted 2,508 RSUs pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "2013 Plan") and (ii) the reporting person has received aggregate dividend equivalents in the form of 82.90 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 6.27 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(4)	As previously reported, (i) on May 7, 2015, the reporting person was granted 2,169 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 61.73 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 5.40 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(5)	As previously reported, (i) on May 5, 2016, the reporting person was granted 2,382 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 46.05 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 5.88 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(6)	As previously reported, (i) on May 4, 2017, the reporting person was granted 2,072 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 21.40 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 5.07 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(7)	As previously reported, (i) on January 5, 2018, the reporting person was granted 289 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 1.69 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 0.70 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(8)	As previously reported, (i) on April 13, 2018, the reporting person was granted 282 RSUs pursuant to 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 1.11 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 0.68 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(9)	As previously reported, (i) on May 3, 2018, the reporting person was granted 1,595 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 6.35 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 3.88 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(10)	As previously reported, (i) on July 6, 2018, the reporting person was granted 272 RSUs pursuant to the 2013 Plan and (ii) the reporting person has received aggregate dividend equivalents in the form of 0.59 Additional RSUs since the grant date. On November 9, 2018, the reporting person received dividend equivalents in the form of 0.66 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.
(11)	As previously reported, on October 12, 2018, the reporting person was granted 299 RSUs pursuant to the 2013 Plan. On November 9, 2018, the reporting person received dividend equivalents in the form of 0.72 Additional RSUs, based on the $61.89 market price per underlying share on the dividend payment date.

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