Sec Form 4 Filing - Merlot Thierry @ HEXCEL CORP /DE/ - 2021-01-28

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 Merlot Thierry 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) 01/28/2021 (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 Common Stock 01/30/2021 M 523 A $ 0 32,391 D Common Stock 01/30/2021 M 3,214 A $ 0 35,605 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 (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 Stock Units ( 1 ) 01/28/2021 A 4,790 ( 2 ) ( 2 ) Common Stock 4,790 $ 0 4,790 D Non-Qualified Stock Options $ 44.9 01/28/2021 A 17,805 ( 3 ) 01/28/2031 Common Stock 17,805 $ 0 17,805 D Restricted Stock Units ( 4 ) ( 1 ) 01/28/2021 A 1,192.22 ( 5 ) ( 5 ) Common Stock 1,192.22 $ 0 1,192.22 ( 6 ) D Restricted Stock Units ( 7 ) ( 1 ) 01/28/2021 D 1,192.22 ( 5 ) ( 5 ) Common Stock 1,192.22 $ 0 597.14 ( 6 ) D Restricted Stock Units ( 4 ) ( 1 ) 01/29/2021 A 453.73 ( 8 ) ( 8 ) Common Stock 453.73 $ 0 1,359.03 ( 9 ) D Restricted Stock Units ( 4 ) ( 1 ) 01/30/2021 M 523 ( 10 ) ( 10 ) Common Stock 523 $ 0 0 ( 11 ) D Performance-Based Share Award ( 12 ) ( 13 ) 01/30/2021 M 3,214 ( 14 ) ( 14 ) Common Stock 3,214 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merlot Thierry C/O HEXCEL CORPORATION 281 TRESSER BLVD., 16TH FLOOR STAMFORD, CT06901 See Remarks Signatures /s/ Heather M. DeGregorio, as attorney-in-fact for Thierry Merlot 02/01/2021 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. ( 2 )The RSUs vest as to two-thirds on the second anniversary of the date of grant, and the remaining 1/3 on the third anniversary of the date of grant, and convert into an equivalent number of shares of common stock of the issuer. ( 3 )The non-qualified stock options vest in equal increments on each of the first three anniversaries of the date of grant. ( 4 )Represents shares of common stock of the issuer underlying time-based RSUs that have vested but have not been distributed. ( 5 )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. To obtain qualifying tax treatment under French tax law, the shares underlying the vested RSUs will not be distributed to the reporting person until January 28, 2023. ( 6 )As previously reported, on January 28, 2019, the reporting person was granted 1,774 RSUs, and following January 28, 2019, the reporting person received 15.36 aggregate dividend equivalents in the form of additional RSUs. On January 28, 2021, 1192.22 RSUs vested and will be converted into shares of common stock of the issuer and distributed to the reporting person on January 28, 2023, leaving 597.14 RSUs unvested. ( 7 )Represents shares of common stock of the issuer underlying time-based RSUs. ( 8 )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. To obtain qualifying tax treatment under French tax law, the shares underlying the vested RSUs will not be distributed to the reporting person until January 29, 2022. ( 9 )As previously reported, on January 29, 2018, the reporting person was granted 1,336 RSUs and, following January 29, 2018, the reporting person has received aggregate dividend equivalents in the form of 23.03 additional RSUs. As previously reported, 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. On January 29, 2021, 453.73 RSUs vested and will be converted into shares of common stock of the issuer and distributed to the reporting person on January 29, 2022. ( 10 )As previously reported, to obtain qualifying tax treatment under French tax law, the RSUs fully vested as of January 30, 2020, but were held for distribution to the reporting person until January 30, 2021. ( 11 )As previously reported, on (i) January 30, 2017, the reporting person was granted 1,522 RSUs; (ii) on January 30, 2019, 1029 RSUs vested; and (iii) on January 30, 2020, 520.05 RSUs vested, but were not distributed subject to the holding period. On January 30, 2021, 523 RSUs, which includes aggregate dividend equivalents received by the reporting person, were converted into shares of common stock of the issuer and distributed to the reporting person. ( 12 )Represents shares of common stock of the issuer underlying a vested performance-based share award ("PSA") based on the level of attainment of specified financial performance criteria set forth in the underlying performance-based award agreement, dated January 30, 2017. ( 13 )Each PSA represents the right to receive one share of common stock of the issuer. ( 14 )As previously reported, to obtain qualifying tax treatment under French tax law, the shares underlying the PSA vested on January 21, 2020, but were held for distribution to the reporting person until January 30, 2021.

Remarks: President, Aerospace - Europe, MEA, and Asia Pacific and Industrial

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