Sec Form 4 Filing - Mann Timothy JR @ AXIALL CORP/DE/ - 2016-03-08

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 Mann Timothy JR 2. Issuer Name and Ticker or Trading Symbol AXIALL CORP/DE/ [ AXLL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1000 ABERNATHY RD. NE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2016 (Street) ATLANTA, GA30328 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 03/08/2016 A 94,292 ( 1 ) A $ 0 143,348 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 (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 Performance Restricted Stock Units $ 0 ( 2 ) 03/08/2016 A 94,292 ( 2 ) ( 3 ) ( 3 ) AXLL Common Stock 94,292 ( 2 ) $ 0 94,292 ( 2 ) D Performance Restricted Stock Units $ 0 ( 4 ) 03/08/2016 A 94,292 ( 4 ) ( 5 ) ( 5 ) AXLL Common Stock 94,292 ( 4 ) $ 0 94,292 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mann Timothy JR 1000 ABERNATHY RD. NE SUITE 1200 ATLANTA, GA30328 X President and CEO Signatures /s/ Timothy Mann, Jr. 03/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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 188,584 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. ( 3 )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. ( 4 )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 188,584 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. ( 5 )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.

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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