SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 15, 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Aethlon Medical, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
00808Y109
(CUSIP Number)
November 12, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
q Rule 13d-1(b)
x Rule 13d-1(c)
q Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 00808Y109
|
Page 2 of 6 Pages
|
| 1. |
Names of reporting persons
Adam Sackstein, M.D.
|
| 2. |
Check the appropriate box if a member of a group (see instructions)
(a) o (b) o
|
| 3. |
SEC use only
|
| 4. |
Citizenship or place of organization United States |
|
Number of shares beneficially owned by each reporting person with: |
5. |
Sole voting power
8,097,912
|
| 6. |
Shared voting power
1,693,548
|
|
| 7. |
Sole dispositive power
8,097,912
|
|
| 8. |
Shared dispositive power
1,693,548
|
| 9. |
Aggregate amount beneficially owned by each reporting person 9,791,460 |
| 10. |
Check if the aggregate amount in row (9) excludes certain shares (see instructions) o
|
| 11. |
Percent of class represented by amount in row (9) 5.7% |
| 12. |
Type of reporting person (see instructions) IN
|
|
CUSIP No. 00808Y109
|
Page 3 of 6 Pages |
| Item 1. |
| (a) | Name of issuer: Aethlon Medical, Inc. |
| (b) | Address of issuer’s principal executive offices: 8910 University Center Lane, Suite 660, San Diego, CA 92122 |
| Item 2. |
| (a) | Name of person filing: Adam Sackstein, M.D. (the “Reporting Person”) |
| (b) | Address of principal business office or, if none, residence: 8 Fairway Drive, Voorhees, NJ 08043 |
| (c) | Citizenship: United States |
| (d) | Title of class of securities: Common Stock, par value $.001 |
| (e) | CUSIP No.: 00808Y109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | q | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | q | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | q | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | q | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | q | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | q | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | q | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | q | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | q | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | q | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | q | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___ |
|
CUSIP No. 00808Y109
|
Page 4 of 6 Pages |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: The Reporting Person beneficially owns 9,791,460 shares of Common Stock. |
| (b) | Percent of class: The Reporting Person’s beneficial ownership of 5.7% is based on 168,083,769 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 12, 2013. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 8,097,912 |
| (ii) | Shared power to vote or to direct the vote: 1,693,548 |
| (iii) | Sole power to dispose or to direct the disposition of: 8,097,912 |
| (iv) | Shared power to dispose or to direct the disposition of: 1,693,548 |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following q
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
The Reporting Person is the co-trustee of a trust that owns less than 5% of the Issuer’s shares. Action on behalf of the trust may be taken only if the Reporting Person and the other co-trustee agree. Accordingly, the shares owned by the trust are reported herein as beneficially owned by the Reporting Person and as being subject to shared voting power and shared dispositive power.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of the Group |
Not applicable.
|
CUSIP No. 00808Y109
|
Page 5 of 6 Pages |
| Item 10. | Certification |
The following certification shall be included if the statement is filed pursuant to § 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
CUSIP No. 00808Y109
|
Page 6 of 6 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | February 14, 2013 | ||
| By: | /s/ Adam Sackstein, M.D. | ||
| Adam Sackstein, M.D. |