Form 3 AETHLON MEDICAL INC For: Jul 24 Filed by: Ward Phillip A (10K)

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, 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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1. Name and Address of Reporting Person^*

Ward Phillip A

(Last)

(First)

(Middle)

8910 UNIVERSITY CENTER LANE #660

(Street)

SAN DIEGO

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 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 Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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.

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