Axiall Form 4 AXIALL / Daniel S. Fishbein ownership change

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^*

Fishbein Daniel S.

(Last) (First) (Middle)

1000 ABERNATHY RD. NE, SUITE 1200

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AXIALL CORP/DE/ [ AXLL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2016

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 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
AXLL Common Stock	03/08/2016		A		17,245(1)	A	$0.00	25,408.632	D
AXLL Common Stock	03/08/2016		A		17,245(2)	A	$0.00	42,653.632	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	$0.00(3)	03/08/2016		A		17,245(3)		(4)	(4)	AXLL Common Stock	17,245(3)	$0.00	17,245(3)	D
Performance Restricted Stock Units	$0.00(5)	03/08/2016		A		17,245(5)		(6)	(6)	AXLL Common Stock	17,245(5)	$0.00	172,450(5)	D

Explanation of Responses:

1. These restricted stock units are scheduled to vest in three equal increments on each of March 8, 2017, March 8, 2018, and March 8, 2019, subject to the terms of the RSU agreement between the issuer and the reporting person.

2. These restricted stock units are scheduled to vest in four equal increments on each of March 8, 2017, March 8, 2018, March 8, 2019, and March 8, 2020, subject to the terms of the RSU agreement between the issuer and the reporting person.

3. Shares of the Company common stock may be issued to the reporting person upon the vesting of the performance restricted stock units, also referred to as "PRSUs." The number of shares of Company common stock shown is the award at the "target" performance level. The actual number of the shares of common stock that may be issued to the reporting person upon vesting ranges from a minimum of zero to a maximum of 34,490 shares, and depends on the relative total shareholder return, or "TSR," for the Company as compared to a company in a peer group that achieves the median TSR performance for the peer group. The TSR for the company and each company in the peer group will be calculated based on annual growth rate over a three-year performance period, from the volume weighted average trading price for each company's common stock for sixty consecutive trading days prior to March 8, 2016 to the sixty consecutive trading days prior to March 8, 2019.

4. The PRSUs are expected to vest March 8, 2019. The expiration date of the award of this grant is the same date as the vesting date.

5. Shares of the Company common stock may be issued to the reporting person upon the vesting of the performance restricted stock units, also referred to as "PRSUs." The number of shares of Company common stock shown is the award at the "target" performance level. The actual number of the shares of common stock that may be issued to the reporting person upon vesting ranges from a minimum of zero to a maximum of 34,490 shares, and depends on the relative total shareholder return, or "TSR," for the Company as compared to a company in a peer group that achieves the median TSR performance for the peer group. The TSR for the company and each company in the peer group will be calculated based on annual growth rate over a four-year performance period, from the volume weighted average trading price for each company's common stock for sixty consecutive trading days prior to March 8, 2016 to the sixty consecutive trading days prior to March 8, 2020.

6. The PRSUs are expected to vest March 8, 2020. The expiration date of the award of this grant is the same date as the vesting date.

Remarks:

	/s/ Daniel S Fishbein	03/10/2016
	** 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).
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