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 * Shah Chetan   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) 8910 UNIVERSITY CENTER LANE, SUITE 660 3. Date of Earliest Transaction (Month/Day/Year) 07/24/2014 (Street) SAN DIEGO, CA 92122 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 07/24/2014   A   2,503,966 A $ 0.088 11,253,966 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

10% Convertible Note

$ 0.088

07/24/2014

D

220,349

07/01/2014

(1)

Common Stock

2,503,966 (2)

$ 220,349

0

D

Common Stock Purchase Warrant

$ 0.132

07/24/2014

A

1,251,983

07/24/2014

07/24/2021

Common Stock

1,251,983

(2)

5,501,983 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shah Chetan 8910 UNIVERSITY CENTER LANE SUITE 660 SAN DIEGO, CA 92122	X

Signatures

/s/ Chetan S. Shah		07/28/2014
**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)	Not applicable.
(2)	In addition to the shares of Common Stock issued upon conversion of the note, Dr. Shah received a warrant to purchase up to 1,251,983 shares of Common Stock at an exercise price of $0.132 per share.
(3)	Also includes warrants to purchase Common Stock as follows: 937,500 shares at $0.125 per share, 1,111,111 shares at $0.108 per share, 534,723 shares at $0.12 per share, 666,667 shares at $0.093 per share, 333,333 shares at $0.096 per share, 333,333 shares at $0.115 per share and 333,333 shares at $0.121 per share.

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