Edgar Filing: AETHLON MEDICAL INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BARRY FRANKLYN S JR

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)

(Last)

(First)

(Middle)

9635 GRANITE RIDGE DRIVE, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

(Street)

SAN DIEGO, CA 92123

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	09/30/2016		M⁽¹⁾		821	A	⁽²⁾	10,340 ⁽³⁾	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

09/30/2016

1,368

⁽⁴⁾

Common Stock

1,368

$ 0

2,736

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARRY FRANKLYN S JR 9635 GRANITE RIDGE DRIVE, SUITE 100 SAN DIEGO, CA 92123	X

Signatures

/s/ Franklyn S. Barry Jr.		10/03/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the settlement in common stock of previously issued restricted stock units upon vesting of such units, net of shares of common stock withheld by the issuer to satisfy the tax obligation of the reporting person (transaction code F) due upon vesting of the units. A total of 1,368 shares of common stock were issuable upon vesting of the units, and 547 shares were withheld by the issuer. The issuer paid the reporting person $4.99 per share of common stock withheld, which the reporting person is to use to pay his tax obligation related to the vesting of the units.
(2)	Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
(3)	In addition to the currently outstanding shares of common stock owned by the reporting person and reported here, the reporting person also beneficially owns the shares of common stock underlying the following stock options: options to purchase 10,000 shares of common stock at $20.50 per share, options to purchase 10,000 shares of common stock at $12.50 per share, options to purchase 9,211 shares of common stock at $3.80 per share, options to purchase 8,537 shares of common stock at $4.10 per share, and options to purchase 3,684 shares of common stock at $9.50 per share.
(4)	12,328 of the restricted stock units vested on the grant date, 8/9/16, and 1,368 of the remaining restricted stock units vested or will vest on each of 9/30/16, 12/31/16 and 3/31/17.

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