Form: 4

Statement of changes in beneficial ownership of securities

October 22, 2014

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*
Shah Chetan
(Last) (First) (Middle)
8910 UNIVERSITY CENTER LANE, SUITE 660
(Street)
SAN DIEGO CA 92122
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AETHLON MEDICAL INC [ AEMD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2014
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
Common Stock 10/20/2014 A 666,667 A $0.093 11,920,633 D
Common Stock 10/20/2014 A 333,333 A $0.096 12,253,966 D
Common Stock 10/20/2014 A 1,111,111 A $0.108 13,365,077 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
Common Stock Purchase Warrant $0.093 10/20/2014 D 666,667 11/12/2012 11/12/2019 Common Stock 666,667 (1) 4,835,316 D
Common Stock Purchase Warrant $0.093 10/20/2014 A 666,667 10/20/2014 10/20/2021 Common Stock 666,667 (1) 5,501,983 D
Common Stock Purchase Warrant $0.096 10/20/2014 D 333,333 02/11/2013 02/11/2020 Common Stock 333,333 (1) 5,168,650 D
Common Stock Purchase Warrant $0.096 10/20/2014 A 333,333 10/20/2014 10/20/2021 Common Stock 333,333 (1) 5,501,983 D
Common Stock Purchase Warrant $0.108 10/20/2014 D 1,111,111 06/19/2012 06/19/2019 Common Stock 1,111,111 (1) 4,390,872 D
Common Stock Purchase Warrant $0.108 10/20/2014 A 1,111,111 10/20/2014 10/20/2021 Common Stock 1,111,111 (1) 5,501,983(2) D
Explanation of Responses:
1. In addition to the shares of Common Stock issued upon exercise of the warrant, Dr. Shah received a warrant to purchase the same number of shares of Common Stock at the same exercise price as the warrant that was exercised.
2. In addition to the warrants reported on this form as being acquired by him, Dr. Shah also owns warrants to purchase Common Stock as follows: 937,500 shares at $0.125 per share, 534,723 shares at $0.12 per share, 333,333 shares at $0.115 per share, 333,333 shares at $0.121 per share and 1,251,983 shares at $0.132 per share.
/s/ Chetan S. Shah 10/22/2014
** 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.