SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MLTM Lending LLC

(Last)

(First)

(Middle)

4922A ST. ELMO AVE.

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXION INTERNATIONAL HOLDINGS, INC. [ AXIH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2013		J4⁽¹⁾	75,089	A	$0	635,400	D
Common Stock	06/30/2013		J4⁽²⁾	109,672	A	$0	635,400	D
Common Stock	09/30/2013		J4⁽³⁾	105,768	A	$0	635,400	D
Common Stock	12/31/2013		J4⁽⁴⁾	73,270	A	$0	635,400	D
Common Stock	11/15/2013		J4⁽⁵⁾	120,147	A	$0	635,400	D
Common Stock	12/31/2012		J4⁽⁶⁾	4,423	A	$0	635,400	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

MLTM Lending LLC

(Last)

(First)

(Middle)

4922A ST. ELMO AVE.

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ML Dynasty Trust

(Last)

(First)

(Middle)

4709 MONTGOMERY LANE, LOWER LEVEL

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Reporting Person received 75,089 shares of Common Stock as payment-in-kind interest on the Issuer's 8.0% Convertible Notes held by the Reporting Person on March 31, 2013.

2. The Reporting Person received 109,672 shares of Common Stock as payment-in-kind interest on the Issuer's 8.0% Convertible Notes held by the Reporting Person on June 30, 2013.

3. The Reporting Person received 105,768 shares of Common Stock as payment-in-kind interest on the Issuer's 8.0% Convertible Notes held by the Reporting Person on September 30, 2013.

4. The Reporting Person received 73,270 shares of Common Stock as payment-in-kind interest on the Issuer's 8.0% Convertible Notes held by the Reporting Person on December 31, 2013.

5. The Reporting Person received 120,147 shares of Common Stock as a payment in-kind commitment fee pursuant to a Revolving Credit on November 15, 2013.

6. The Reporting Person received 4,423 shares of Common Stock as payment-in-kind interest pursuant to a Revolving Credit on December 31, 2013.

	/s/ Thomas Bowersox,Trustee, ML Dynasty Trust	02/14/2014
	/s/ Edward Lenkin, VicePresident, CF Holdings,Inc., general partner of TMInvestments, LP,Administrative Member	02/14/2014
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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