SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BROENNIMAN EDWARD G

(Last)

(First)

(Middle)

9635 GRANITE RIDGE DRIVE, SUITE 100

(Street)

SAN DIEGO

92123

(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)
09/01/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2016		M⁽¹⁾		12,328	A	⁽²⁾	17,971⁽³⁾	D
Common Stock	09/01/2016		F		4,931⁽⁴⁾	D	$6.28	13,040⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	09/01/2016		M			12,328	⁽⁵⁾	⁽⁵⁾	Common Stock	12,328	$0	4,104	D

Explanation of Responses:

1. Represents the settlement in common stock of previously issued restricted stock units upon vesting of such units.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. For tax purposes, each share of common stock was valued at $6.28, the closing price of the common stock on 8/9/16, the date of grant.

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 and restricted stock units: options to purchase 10,000 shares of common stock at $20.50 per share, options to purchase 12,000 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, options to purchase 3,684 shares of common stock at $9.50 per share and 1,368 restricted stock units.

4. Represents shares of common stock withheld and deemed sold to the issuer to satisfy the tax obligation of the reporting person due upon vesting of the restricted stock units.

5. 12,328 of the restricted stock units vested on the grant date, 8/9/16, and 1,368 of the remaining restricted stock units will vest on each of 9/30/16, 12/31/16 and 3/31/17.

	/s/ Edward G. Broenniman	09/04/2016
	** 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.