FAZIO WILLIAM J 4

4 · HEXCEL CORP /DE/ · Filed Jan 10, 2006

Form 4

Period: 2006-01-06

Corp. Controller and CAO

Transactions

Exercise/Conversion
Common Stock
[F1]
2006-01-06+3,358→ 3,358 total
Tax Payment
Common Stock
[F2]
2006-01-06$19.40/sh−1,343$26,054→ 2,015 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2006-01-06−1,434→ 0 total
From: 2006-01-06Exp: 2006-01-06→ Common Stock (1,434 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2006-01-06−1,253→ 1,252 total
From: 2006-01-06Exp: 2007-01-06→ Common Stock (1,253 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2006-01-06−671→ 1,342 total
From: 2006-01-06Exp: 2008-01-06→ Common Stock (671 underlying)

Footnotes (4)

[F1]The Common Stock was acquired upon the conversion of Restricted Stock Units ("RSUs") in accordance with the terms of the underlying agreement. The RSUs were granted in a transaction exempt from under Rule 16b.
[F2]The Common Stock was withheld as payment of tax withholding required upon conversion of RSUs.
[F3]These RSUs were granted in a transaction exempt under Rule 16b. Upon vesting, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.
[F4]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.

Signature

/s/William J. Fazio by Seth L. Kaplan, Attorney-in-fact|2006-01-10

Documents

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