Form: 3

Initial statement of beneficial ownership of securities

August 3, 2012

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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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1. Name and Address of Reporting Person*
Ward Phillip A
(Last) (First) (Middle)
8910 UNIVERSITY CENTER LANE #660
(Street)
SAN DIEGO CA 92122
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2012 		3. Issuer Name and Ticker or Trading Symbol
AETHLON MEDICAL INC [ AEMD.OB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,710,000 D
Common Stock 3,110,543 I By Phillip A. Ward Trust
Common Stock 110,000 I By Spouse(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note ($100,000.00)(2) 07/06/2011 07/05/2012(3) Common Stock 1,111,111 0.09 I By Phillip A. Ward Trust
Convertible Promissory Note ($157,656.14)(2) 08/15/2011 08/15/2012(3) Common Stock 1,751,733 0.09 I By Phillip A. Ward Life Insurance Trust
Warrants 07/06/2011 07/05/2016 Common Stock 1,111,111 0.125 I By Phillip A. Ward Trust
Warrants 08/15/2011 08/14/2016 Common Stock 1,751,735 0.125 I By Phillip A. Ward Trust Insurance Trust
Warrants 05/07/2010 05/07/2015 Common Stock 100,000 0.176 D
Warrants 05/07/2010 05/07/2015 Common Stock 194,118 0.17 D
Warrants 05/07/2010 05/07/2015 Common Stock 555,556 0.18 D
Warrants 05/07/2010 07/01/2018 Common Stock 194,118 0.17 D
Warrants 05/07/2010 07/01/2018 Common Stock 555,556 0.18 D
Warrants 11/14/2006 07/01/2018 Common Stock 555,556 0.18 D
Stock Options (right to buy) (4) 07/24/2022 Common Stock 373,026 0.076 D
Explanation of Responses:
1. Mr. Ward disclaims beneficial ownership of the shares held by his spouse, and this report shall not be deemed to be an admission that Mr. Ward is, for the purposes of Section 16 or otherwise, the beneficial owner of such shares.
2. Interest of 10% per annum on such note may be paid, at the issuer's option, in cash or common stock.
3. Maturity date.
4. 198,026 of the options vested on the date of grant, and the balance of 175,000 options will vest at the end of the 2012-2013 fiscal year provided that Mr. Ward has attended at least 80% of the meetings of the Issuer's Board of Directors during such portion of the fiscal year that Mr. Ward has been a director of the Issuer.
/s/ Phillip A. Ward 08/03/2012
** 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 5 (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.