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.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
ROSE SAMUEL G
(Last) (First) (Middle)
5301 WISCONSIN AVENUE, NW, SUITE 510
(Street)
WASHINGTON DC 20015
(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)
X Form filed by One Reporting Person
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)
Amount (A) or (D) Price
Common Stock 03/31/2012 J4(1) 38,140 A $0 2,411,270 D
Common Stock 06/30/2012 J4(2) 53,353 A $0 2,411,270 D
Common Stock 04/01/2013 J4(3) 37,941 A $0 2,411,270 D
Common Stock 04/01/2013 J4(4) 84,430 A $0 2,411,270 D
Common Stock 07/01/2013 J4(5) 48,828 A $0 2,411,270 D
Common Stock 07/01/2013 J4(6) 123,007 A $0 2,411,270 D
Common Stock 10/01/2013 J4(7) 49,423 A $0 2,411,270 D
Common Stock 10/01/2013 J4(8) 118,629 A $0 2,411,270 D
Common Stock 12/31/2012 J4(9) 25,887 A $0 2,411,270 D
Common Stock 12/31/2012 J4(10) 78,945 A $0 2,411,270 D
Common Stock 11/15/2013 J4(11) 100,000 A $0 2,411,270 D
Common Stock 12/31/2012 J4(12) 4,099 A $0 2,411,270 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The Reporting Person received 38,140 shares of Common Stock as payment-in-kind interest on the Issuer's 10% Convertible Preferred Stock held by the Reporting Person on March 31, 2012.
2. The Reporting Person received 53,353 shares of Common Stock as payment-in-kind interest on the Issuer's 10% Convertible Preferred Stock held by the Reporting Person on June 30, 2012.
3. The Reporting Person received 37,941 shares of Common Stock as payment-in-kind interest on the Issuer's 10% Convertible Preferred Stock held by the Reporting Person on April 1, 2013.
4. The Reporting Person received 84,430 shares of Common Stock as payment-in-kind interest on the Issuer's 8.0% Convertible Notes held by the Reporting Person on April 1, 2013.
5. The Reporting Person received 48,828 shares of Common Stock as payment-in-kind interest on the Issuer's 10% Convertible Preferred Stock held by the Reporting Person on July 1, 2013.
6. The Reporting Person received 123,007 shares of Common Stock as payment-in-kind interest on the Issuer's 8.0% Convertible Notes held by the Reporting Person on July 1, 2013.
7. The Reporting Person received 49,423 shares of Common Stock as payment-in-kind interest on the Issuer's 10% Convertible Preferred Stock held by the Reporting Person on October 1, 2013.
8. The Reporting Person received 118,629 shares of Common Stock as payment-in-kind interest on the Issuer's 8.0% Convertible Notes held by the Reporting Person on October 1, 2013.
9. The Reporting Person received 25,887 shares of Common Stock as payment-in-kind interest on the Issuer's 10% Convertible Preferred Stock held by the Reporting Person on December 31, 2013.
10. The Reporting Person received 78,945 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.
11. The Reporting Person received 100,000 shares of Common Stock as a payment in-kind commitment fee pursuant to a Revolving Credit on November 15, 2013.
12. The Reporting Person received 4,099 shares of Common Stock as payment-in-kind interest pursuant to a Revolving Credit on December 31, 2013.
/s/ Samuel G. Rose 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).
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