Sec Form 4 Filing - THOMPSON GREGORY C @ AXIALL CORP/DE/ - 2013-02-19

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person THOMPSON GREGORY C 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) Chief Financial Officer (Last) (First) (Middle) 115 PERIMETER CENTER PLACE, SUITE 460 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2013 (Street) ATLANTA, GA30346 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/19/2013 S 32,700 D $ 60.63 ( 1 ) 114,364 D AXLL Common Stock 02/19/2013 S 3,500 D $ 59.52 110,864 D AXLL Common Stock 02/19/2013 S 2,200 D $ 59.68 108,664 ( 2 ) D AXLL Common Stock 563 I By 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THOMPSON GREGORY C 115 PERIMETER CENTER PLACE, SUITE 460 ATLANTA, GA30346 Chief Financial Officer Signatures Gregory C. Thompson 02/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This price is a weighted average price. These 32,700 shares were sold in multiple transactions at prices ranging from $60.00 to $60.95. ( 2 )These securities are vested shares of Axiall Corporation common stock. Additional shares of Axiall Corporation common stock may be issued to the reporting person upon the vesting of performance restricted stock units that have been granted to him by Axiall Corporation. The actual, aggregate number of shares that may be issued to the reporting person upon the vestings of the performance restricted stock units ranges from 0 to 66,949 shares, with 44,633 shares being issued at the "target" level, and depends solely on the price performance of the Company's common stock.

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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