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Filing Details

Accession Number:: 0001354488-11-000884
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-03-18 20:46:31
Reporting Period:: 2010-01-29

Filing Date:: 2011-03-18
Accepted Time:: 2011-03-18 20:46:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
753048	Axion International Holdings Inc.	AXIH	Plastics Foam Products (3086)	840846389

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1205074	Richard Rosenblum	850 Third Avenue Suite 1801 New York NY 10022	No	No	Yes	No
1320581	David Stefansky	850 Third Avenue Suite 1801 New York NY 10022	Yes	No	No	No
1400704	Harborview Master Fund Lp	850 Third Avenue Suite 1801 New York NY 10022	No	No	No	Yes
1492019	Harborview Advisors, Llc	850 Third Avenue Suite 1801 New York NY 10022	No	No	No	Yes
1492020	Harborview Capital Management, Llc	850 Third Avenue Suite 1801 New York NY 10022	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-01-29	5,000	$2.50	1,504,688	No	4	P	Indirect	By Harborview Master Fund, L.P. See footnotes
Common Stock	Acquisiton	2010-02-03	65,000	$1.87	1,569,688	No	4	P	Indirect	By Harborview Master Fund, L.P.
Common Stock	Disposition	2010-02-19	1,000	$2.09	387,450	No	4	S	Indirect	By Harborview Capital Management, LLC. See footnotes
Common Stock	Disposition	2010-02-24	500	$2.20	386,950	No	4	S	Indirect	By Harborview Capital Management, LLC
Common Stock	Acquisiton	2010-03-09	200,000	$0.00	586,950	No	4	J	Indirect	By Harborview Capital Management, LLC
Common Stock	Acquisiton	2010-07-19	3,019	$0.00	1,572,707	No	4	J	Indirect	By Harborview Master Fund, L.P.
Common Stock	Disposition	2010-09-15	10,700	$1.00	1,562,007	No	4	S	Indirect	By Harborview Master Fund, L.P.
Common Stock	Disposition	2010-09-16	17,388	$1.00	1,544,619	No	4	S	Indirect	By Harborview Master Fund, L.P.
Common Stock	Disposition	2011-01-12	5,000	$1.70	1,539,619	No	4	S	Indirect	By Harborview Master Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Harborview Master Fund, L.P. See footnotes
No	4	P	Indirect	By Harborview Master Fund, L.P.
No	4	S	Indirect	By Harborview Capital Management, LLC. See footnotes
No	4	S	Indirect	By Harborview Capital Management, LLC
No	4	J	Indirect	By Harborview Capital Management, LLC
No	4	J	Indirect	By Harborview Master Fund, L.P.
No	4	S	Indirect	By Harborview Master Fund, L.P.
No	4	S	Indirect	By Harborview Master Fund, L.P.
No	4	S	Indirect	By Harborview Master Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	10% Convertible Promissory Note	Acquisiton	2010-02-01	1	$0.00	150,000	$2.00
Common Stock	Amended and Restated Purchase Warrant	Acquisiton	2010-02-01	1	$0.00	100,000	$2.50
Common Stock	10% Convertible Promissory Note	Disposition	2010-08-01	1	$0.00	150,000	$2.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1			No	4	J	Indirect
1	2010-02-01	2015-02-01	No	4	J	Indirect
0			No	4	J	Indirect

Footnotes

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.
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.
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.
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).
These shares were issued as consideration under a Financial Advisor and Consulting Agreement for Axion International Holdings, dated February 1, 2010, by and between Harborview Capital Management and the issuer.
These shares were issued as payment of interest of $3,773.44 under an Amended and Restated 8.75% Convertible Debenture Due December 31, 2010.
On February 1, 2010, Harborview Master Fund advanced $300,000 to the issuer and acquired a 10% Convertible Promissory Note (the "Note") and a Purchase Warrant (the "Warrant"). The Note and the Warrant were amended and restated on February 22, 2010, but the terms described herein did not change. The full principal amount of the Note was due on August 1, 2010.
On August 1, 2010, the issuer repaid the Note in cash.