SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
1. Name and Address of Reporting Person*
ROSENBLUM RICHARD

(Last) (First) (Middle)
850 THIRD AVENUE
SUITE 1801

(Street)
NEW YORK NY 10022

(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. Date of Earliest Transaction (Month/Day/Year)
10/29/2009
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/29/2009 P 10,000 A $2.8695 1,441,578 I By Harborview Master Fund, L.P. See footnotes(1)(2)(3)(4)
Common Stock 10/29/2009 P 5,600 A $2.8432 1,447,178 I By Harborview Master Fund, L.P.
Common Stock 10/29/2009 P 5,000 A $2.84 1,452,178 I By Harborview Master Fund, L.P.
Common Stock 11/04/2009 P 4,100 A $2.8524 1,456,278 I By Harborview Master Fund, L.P.
Common Stock 11/10/2009 P 5,000 A $2.959 1,461,278 I By Harborview Master Fund, L.P.
Common Stock 12/03/2009 P 10,000 A $2.14 1,471,278 I By Harborview Master Fund, L.P.
Common Stock 12/03/2009 S 500 D $2.536 430,300 I By Harborview Capital Management, LLC See footnotes(1)(2)(3)(4)
Common Stock 12/04/2009 P 5,000 A $2.102 1,476,278 I By Harborview Master Fund, L.P.
Common Stock 12/04/2009 S 500 D $2.55 429,800 I By Harborview Capital Management, LLC
Common Stock 12/04/2009 S 1,290 D $2.14 1,474,988 I By Harborview Master Fund, L.P.
Common Stock 12/07/2009 S 500 D $2.4 429,300 I By Harborview Capital Management, LLC
Common Stock 12/08/2009 S 500 D $2.3 428,800 I By Harborview Capital Management, LLC
Common Stock 12/09/2009 P 4,000 A $2.4468 1,478,988 I By Harborview Master Fund, L.P.
Common Stock 12/11/2009 S 200 D $2.82 1,478,788 I By Harborview Master Fund, L.P.
Common Stock 12/17/2009 S 1,800 D $2.75 427,000 I By Harborview Capital Management, LLC
Common Stock 12/18/2009 S 1,800 D $2.75 425,200 I By Harborview Capital Management, LLC
Common Stock 12/21/2009 S 1,800 D $2.6 423,400 I By Harborview Capital Management, LLC
Common Stock 12/24/2009 P 5,000 A $2.47 1,483,788 I By Harborview Master Fund, L.P.
Common Stock 12/28/2009 S 5,694 D $2.85 1,478,094 I By Harborview Master Fund, L.P.
Common Stock 12/28/2009 S 1,600 D $2.82 1,476,494 I By Harborview Master Fund, L.P.
Common Stock 12/29/2009 S 1,440 D $2.5 421,960 I By Harborview Capital Management, LLC
Common Stock 12/29/2009 S 1,806 D $2.8455 1,474,688 I By Harborview Master Fund, L.P.
Common Stock 12/30/2009 S 17,700 D $2.9609 1,456,988 I By Harborview Master Fund, L.P.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ROSENBLUM RICHARD

(Last) (First) (Middle)
850 THIRD AVENUE
SUITE 1801

(Street)
NEW YORK NY 10022

(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*
HARBORVIEW MASTER FUND LP

(Last) (First) (Middle)
850 THIRD AVENUE
SUITE 1801

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Managing Member
1. Name and Address of Reporting Person*
Harborview Advisors, LLC

(Last) (First) (Middle)
850 THIRD AVENUE
SUITE 1801

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
General Partner
1. Name and Address of Reporting Person*
Harborview Capital Management, LLC

(Last) (First) (Middle)
850 THIRD AVENUE
SUITE 1801

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Managing Member
1. Name and Address of Reporting Person*
STEFANSKY DAVID

(Last) (First) (Middle)
850 THIRD AVENUE
SUITE 1801

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is jointly filed by and on behalf of each of Harborview Master Fund, L.P. ("Harborview Master Fund"), Harborview Advisors, LLC ("Harborview Advisors"), Harborview Capital Management, LLC ("Harborview Capital Management"), Richard Rosenblum and David Stefansky. Harborview Master Fund and Harborview Capital Management are the direct beneficial owners of the securities covered by this report. Harborview Advisors is the general partner of Harborview Master Fund and may be deemed to beneficially own securities owned by Harborview Master Fund. Richard Rosenblum and David Stefansky are the controlling persons of Harborview Advisors and Harborview Capital Management and may be deemed to beneficially own securities owned by such entities.
2. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
3. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issue.
4. Many of the purchases and sales reported in this and certain other Form 4's were matchable under Section 16(b) of the Securities Act of 1934, as amended. The reporting persons have paid to the issuer $55,847.44, the aggregate amount of the liability incurred (which amount excludes transaction costs).
/s/ Richard Rosenblum 03/18/2011
Harborview Master Fund L.P., By: Harborview Advisors, LLC, Its: General Partner, By:/s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 03/18/2011
Harborview Advisors, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 03/18/2011
Harborview Capital Management, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 03/18/2011
/s/ David Stefansky, Name: David Stefansky 03/18/2011
** 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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