|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Accelerated Restricted Stock Units (3) | (3) | 02/07/2006 | M | 4,100 | 02/07/2006 | 01/01/2008 | Common Stock | 4,100 | $ 0 | 0 | D | ||||
| Restricted Stock Units (4) | (4) | 02/07/2006 | A | 1,537 | (4) | 02/07/2009 | Common Stock | 1,537 | $ 0 | 1,537 | D | ||||
| Non-Qualified Stock Option (5) | $ 22 | 02/07/2006 | A | 6,107 | (6) | 02/07/2016 | Common Stock | 6,107 | $ 0 | 6,107 | D | ||||
| Restricted Stock Units (7) | (7) | 02/07/2006 | A | 797 | (7) | 02/07/2009 | Common Stock | 797 | (8) | 797 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TANONIS DAVID R HEXCEL CORPORATION 11711 DUBLIN BLVD. DUBLIN, CA 94568 |
President, Structures | |||
| /s/David R. Tanonis by Seth L. Kaplan, Attorney-in-fact | 02/09/2006 | |
| **Signature of Reporting Person | Date |
| * | 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) | The Common Stock was acquired upon the conversion of Performance Accelerated Restricted Stock Units ("PARs") in accordance with the terms of the underlying agreement. The PARs were granted in a transaction exempt under Rule 16b. |
| (2) | The Common Stock was withheld as payment of tax withholding required upon conversion of PARs. |
| (3) | The PARs were granted in a transaction exempt under Rule 16b. Upon vesting, PARs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee. |
| (4) | Restricted Stock Units ("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. |
| (5) | Non-Qualified Options ("NQOs") granted under the Hexcel Corporation 2003 Incentive Stock Plan (the "ISP") in a transaction exempt under Rule 16b. |
| (6) | 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. |
| (7) | RSUs granted under the Hexcel Corporation Management Stock Purchase Plan ("MSPP") in a transaction exempt under Section 16b. These RSUs vest in equal installments on the first three anniversaries of the grant date and convert into an equal number of shares of common stock on the third anniversary of the grant date. Vesting and conversion are subject to certain acceleration and termination provisions. |
| (8) | The RSUs were awarded to the grantee in lieu of a portion of the grantee's 2005 bonus. The grantee's 2005 bonus was reduced by $17.2208 (80% of the average closing price of Hexcel common stock for the five trading days immediately preceeding the date of grant) for each RSU granted, in accordance with the terms of the MSPP. |