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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 |
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| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 07/27/2018 | M | 1,176 | (4) | (4) | Common Stock | 1,176 | $ 0 | 2,352 (5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hendricks Kimberly A. HEXCEL CORPORATION 281 TRESSER BLVD., 16TH FLOOR STAMFORD, CT 06901 |
SVP, Corp. Controller & CAO | |||
| /s/ Steven A. Wein, as attorney-in-fact for Kimberly A. Hendricks | 07/31/2018 | |
| **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) | Represents shares of common stock of the issuer acquired upon the vesting of restricted stock units granted on July 27, 2017 pursuant to the Hexcel Corporation 2013 Stock Incentive Plan (the "Original RSUs") and additional restricted stock units ("Additional RSUs", together with the Original RSUs, the "RSUs") constituting dividend equivalent rights accrued with respect to the Original RSUs and any previously issued Additional RSUs. In connection with the vesting, all fractional Additional RSUs constituting dividend equivalent rights accrued were cancelled. |
| (2) | Represents shares of common stock of the issuer withheld for the payment of taxes due upon conversion of the RSUs. |
| (3) | Upon vesting in accordance with the underlying grant agreement, the RSUs are converted into an equivalent number of shares of common stock of the issuer. |
| (4) | The RSUs vest and convert into an equivalent number of shares of common stock of the issuer in equal installments on the first three anniversaries of the grant date. |
| (5) | Includes Additional RSUs constituting dividend equivalent rights accrued with respect to the Original RSUs and any previously issued Additional RSUs. On November 8, 2017, the reporting person received 7.12 Additional RSUs constituting dividend equivalent rights, based on the $61.19 market price per underlying share on that date. Due to an administrative error, this transaction was inadvertently omitted from the reporting person's Form 4 filed on November 9, 2017; however, the aggregate number of derivative securities was reported correctly in the reporting person's Form 4 filed on February 14, 2018 and in subsequent Form 4 filings. |