SC 13G/A: 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 14, 2011
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and
(d) and Amendments Thereto Filed Pursuant to Rule 13d-2
(AMENDMENT
NO. 1)*
Aethlon Medical, Inc.
(Name of
Issuer)
Common Stock, $0.001 par
value
(Title of
Class of Securities)
00808Y109
(CUSIP
Number)
December 31,
2010
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule 13d-1
(b)
x Rule 13d-1
(c)
o 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 the
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).
(Continued
on following pages)
Page 1 of
6 Pages
|
CUSIP
No. 00808Y109
|
13G
|
Page
2 of 6 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Gemini
Master Fund, Ltd.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b)
x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
7,792,727
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
7,792,727
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,792,727
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.92%
|
||
|
12
|
TYPE OF REPORTING PERSON*
CO
|
||
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 00808Y109
|
13G
|
Page
3 of 6 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Gemini
Strategies, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b)
x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
7,792,727
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
7,792,727
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,792,727
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.92%
|
||
|
12
|
TYPE OF REPORTING PERSON*
OO
|
||
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 00808Y109
|
13G
|
Page
4 of 6 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Steven
Winters
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) o
(b)
x
|
||
|
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
0
|
|
|
6
|
SHARED VOTING POWER
7,792,727
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
7,792,727
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,792,727
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.92%
|
||
|
12
|
TYPE OF REPORTING PERSON*
IN
|
||
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 00808Y109
|
13G
|
Page
5 of 6 Pages
|
This
statement is filed pursuant to Rule 13d-2(b) with respect to the common stock
(“Common Stock”) of San West, Inc. beneficially owned by the Reporting Persons
specified herein as of February 10, 2011 and amends and supplements the
Schedule 13G dated as of and filed by the Reporting Persons on December 2,
2010 (“Schedule 13G”). Except as set forth herein, the Schedule
13G is unmodified.
|
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: 7,792,727 shares as of February 10,
2011
|
The
Reporting Persons own a total of 7,792,727 shares of Common Stock,
including (i) 3,545,455 shares of Common Stock issuable upon conversion of
$585,000 in principal amount of the issuer’s Convertible Promissory
Note (“Note”) issued to Gemini Master Fund, Ltd. (“Gemini”) on or about
February 12, 2010 (without any interest accrual and assuming a conversion price
of $0.165); (ii) 2,727,272 shares of Common Stock issuable upon exercise of a
warrant issued to Gemini on or about November 22, 2010; (iii) 200,000 shares of
Common Stock issuable upon exercise of a warrant issued to Gemini on or about
August 13, 2007; (iv) 660,000 shares of Common Stock issuable upon exercise of a
warrant issued to Gemini on or about January 18, 2008; and (v) 660,000 shares of
Common Stock issuable upon exercise of a warrant issued to Gemini on or about
July 10, 2009. Although the number of Conversion Shares may vary
under the Note based on the conversion price thereunder, the number of shares of
Common Stock into which the Note is convertible at any point in time is limited,
pursuant to the terms of such instrument, to that number of shares of Common
Stock which would result in the Reporting Persons having beneficial ownership of
9.9% of the total issued and outstanding shares of Common Stock (the "Ownership
Limitation"). The Reporting Persons disclaim beneficial ownership of
any and all shares of Common Stock that would cause any Reporting Person's
beneficial ownership to exceed the Ownership Limitation.
|
(b)
|
Percent of
Class: 9.92%
|
Based
upon 70,476,081 shares of Common Stock outstanding as of November 15, 2010,
as reported in the Issuer’s most recent quarterly report on Form 10-Q filed on
November 15, 2010, plus 286,483 shares issued to Gemini since such
date.
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the
vote: 0
|
|
(ii)
|
shared
power to vote or to direct the
vote: 7,792,727
|
|
(iii)
|
sole
power to dispose or to direct the disposition
of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition
of: 7,792,727
|
|
Item
10.
|
Certification:
|
By
signing below the undersigned certify that, to the best of its/his 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 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.
|
CUSIP
No. 00808Y109
|
13G
|
Page
6 of 6 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its/his knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
|
February
14, 2011
|
||||
| GEMINI MASTER FUND, LTD. | ||||
|
|
By:
|
GEMINI STRATEGIES, LLC, as investment manager | ||
| By: | /s/ Steven Winters | |||
| Name: | Steven Winters | |||
| Title: | Managing Member | |||
| GEMINI STRATEGIES, LLC | |||
|
|
By:
|
/s/ Steven Winters | |
| Name: | Steven Winters | ||
| Title: | Managing Member | ||
|
|
/s/ Steven
Winters
|
||
|
Steven
Winters
|
|||