Sec Form 4 Filing - Lehman Gail E @ HEXCEL CORP /DE/ - 2019-05-10

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 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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1. Name and Address of Reporting Person Lehman Gail E 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 (Last) (First) (Middle) C/O HEXCEL CORPORATION, 281 TRESSER BLVD., 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2019 (Street) STAMFORD, CT06901 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted StockUnits ( 1 ) ( 1 ) 05/10/2019 A 1.96 ( 2 ) ( 2 ) Common Stock 1.96 $ 0 935.73 ( 3 ) D Restricted StockUnits ( 1 ) ( 1 ) 05/10/2019 A 2.98 ( 2 ) ( 2 ) Common Stock 2.98 $ 0 1,416.94 ( 4 ) D Restricted Stock Units ( 1 ) ( 1 ) 05/10/2019 A 5.12 ( 2 ) ( 2 ) Common Stock 5.12 $ 0 2,436.12 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lehman Gail E C/O HEXCEL CORPORATION 281 TRESSER BLVD., 16TH FLOOR STAMFORD, CT06901 See Remarks Signatures /s/ Heather M. DeGregorio, as attorney-in-fact for Gail E. Lehman 05/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 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 the first three anniversaries of the date of grant and convert into an equivalent number of shares of common stock of the issuer. Upon vesting, all fractional shares underlying the vesting tranche of RSUs and Additional RSUs are cancelled. ( 3 )As previously reported, (i) on January 30, 2017, the reporting person was granted 2,756 RSUs pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "2013 Plan"), (ii) on January 30, 2018, 925 RSUs and Additional RSUs vested, (iii) on January 30, 2019, 932 RSUs and Additional RSUs vested, leaving 931.81 RSUs and Additional RSUs unvested and (iv) following January 30, 2019, the reporting person received aggregate dividend equivalents in the form of 1.96 Additional RSUs. On May 10, 2019, the reporting person received dividend equivalents in the form of 1.96 Additional RSUs, based on the $71.11 market price per underlying share on the dividend payment date. ( 4 )As previously reported, (i) on January 29, 2018, the reporting person was granted 2,104 RSUs pursuant to the 2013 Plan, (ii) on January 29, 2019, 706 RSUs and Additional RSUs vested, leaving 1,411 RSUs and Additional RSUs unvested and (iii) following January 29, 2019, the reporting person received aggregate dividend equivalents in the form of 2.96 Additional RSUs. On May 10, 2019, the reporting person received dividend equivalents in the form of 2.98 Additional RSUs, based on the $71.11 market price per underlying share on the dividend payment date. ( 5 )As previously reported, on January 28, 2019, the reporting person was granted 2,431 RSUs pursuant to the 2013 Plan. On May 10, 2019, the reporting person received dividend equivalents in the form of 5.12 Additional RSUs, based on the $71.11 market price per underlying share on the dividend payment date.

Remarks: EVP, General Counsel and Secretary

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).

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