UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
OMB Number:
3235-0101
Washington, D.C. 20549
Expires:
March 31, 2011
 
Estimated average burden
FORM 144
hours per response
2.00
NOTICE OF PROPOSED SALE OF SECURITIES
SEC USE ONLY
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
   
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale   or executing a sale directly with a market maker.
 
CUSIP NUMBER
 
 
WORK LOCATION
 
 
 
1 (a) NAME OF ISSUER (Please type or print)
(b) IRS IDENT. NO.
(c) S.E.C. FILE NO
 
 Axion International Power Inc.
 65-0774638
 000-22573
 
1 (d) ADDRESS OF ISSUER
 STREET 
CITY
STATE
ZIP CODE
(e) TELEPHONE NO
 
  3601 Clover Lane
New Castle
PA
16105
724-654-9300
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
 
(b) RELATIONSHIP TO ISSUER
(c) ADDRESS STREET 
CITY
STATE
ZIP CODE
  The Quercus Trust
 
10% Holder
  1835 Newport Blvd,
 A109-PMB467
Costa Mesa
CA
92627
 
INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 ( a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities To
Be Sold
Name and Address of Each Broker Through Whom the
Securities are to be Offered or Each Market Maker
who is Acquiring the Securities
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO.  DAY  YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
Common
 
 Finance 500
 19762 MacArthur Blvd, Suite 200
 Irvine, CA 92612
 
 
2,000,000
$1,820,000
@ 04/19/11
85,155,002
From time to time beginning
04/22/11
Over-the-Counter
 
 
 
 
           
 
INSTRUCTIONS:
       
1.
(a)
Name of issuer
 
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer’s I.R.S. Identification Number
   
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer’s S.E.C. file number, if any
   
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer’s address, including zip code
   
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice
 
(e)
Issuer’s telephone number, including area code
   
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
         
(f)
Approximate date on which the securities are to be sold
2.
(a)
Name of person for whose account the securities are to be sold
   
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(b)
Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
       
 
(c)
Such person’s address, including zip code
       

 
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (08-07)
 
 
 

 
 
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
Title of
the Class
Date you
Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
( If gift, also give date donor acquired )
Amount of
Securities Acquired
Date of
Payment
Nature of Payment
 
Common Stock
 
1/14/08
Purchase
Issue
8,571,429
1/14/2008
Cash

 
INSTRUCTIONS:
 
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

 

 
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
 
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
 
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of
Securities Sold
Gross Proceeds
Quercus Trust
1835 Newport Blvd.
A109-PMB 467
Costa Mesa, CA  92627
Common Stock
 (1) (1)
(1)
 
___________
(1)  See attached addendum
 
REMARKS:
 
 
 
INSTRUCTIONS:
 
ATTENTION:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

 

 
 
04-15-11
   
/s/ David Gelbaum, Trustee, The Quercus Trust
 
 
DATE OF NOTICE
   
(SIGNATURE)
 
 
     
 
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
 
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

SEC 1147 (02-08)
 
 
 
 

 
 
Date
Time
Action
 
Quantity
 
Security
Type
Security
PutOrCall
Maturity
Date
Strike
Price
 
Price
 
Contra
 
Principal
 
3/1/2011
16:05:56
Sold
    5,000  
CS
AXPW
          0.81  
FANC
    4050  
3/2/2011
16:05:13
Sold
    43,500  
CS
AXPW
          0.8139  
FANC
    35404.65  
3/3/2011
16:04:52
Sold
    20,000  
CS
AXPW
          0.8118  
FANC
    16236  
3/4/2011
16:04:06
Sold
    46,200  
CS
AXPW
          0.8166  
FANC
    37726.92  
3/7/2011
16:08:12
Sold
    47,000  
CS
AXPW
          0.8152  
FANC
    38314.4  
3/8/2011
16:16:36
Sold
    220,400  
CS
AXPW
          0.838  
FANC
    184695.2  
3/9/2011
16:13:29
Sold
    126,000  
CS
AXPW
          0.9055  
FANC
    114093  
3/11/2011
16:15:55
Sold
    38,700  
CS
AXPW
          0.847  
FANC
    32778.9  
3/14/2011
16:13:04
Sold
    9,000  
CS
AXPW
          0.871  
FANC
    7839  
3/15/2011
16:07:55
Sold
    29,600  
CS
AXPW
          0.855  
FANC
    25308  
3/16/2011
16:06:59
Sold
    44,200  
CS
AXPW
          0.88  
FANC
    38896  
3/17/2011
16:05:56
Sold
    57,000  
CS
AXPW
          0.924237  
FANC
    52681.49  
3/18/2011
16:08:29
Sold
    56,550  
CS
AXPW
          0.9625  
FANC
    54429.38  
3/21/2011
16:10:55
Sold
    57,500  
CS
AXPW
          0.988  
FANC
    56810  
3/22/2011
16:02:04
Sold
    38,505  
CS
AXPW
          1.0233  
FANC
    39402.17  
3/23/2011
15:30:23
Sold
    10,845  
CS
AXPW
          1.04  
FANC
    11278.8  
3/29/2011
16:07:21
Sold
    118,470  
CS
AXPW
          1.214556  
FANC
    143888.5  
3/30/2011
16:08:30
Sold
    132,572  
CS
AXPW
          1.098  
FANC
    145564.1  
4/11/2011
16:04:25
Sold
    40,000  
CS
AXPW
          1.025374  
FANC
    41014.95  
4/12/2011
16:17:23
Sold
    96,000  
CS
AXPW
          0.9514  
FANC
    91334.4  
4/14/2011
16:09:20
Sold
    61,000  
CS
AXPW
          0.9517  
FANC
    58053.7  
4/15/2011
16:06:55
Sold
    38,370  
CS
AXPW
          0.9642  
FANC
    36996.35  
          1,336,412                           1266796  
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