AEMD Aethlon Medical Inc

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                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * RODELL TIMOTHY C 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 __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O AETHLON MEDICAL, INC., 9635 GRANITE RIDGE DRIVE, STE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 4/3/2020
(Street) SAN DIEGO, CA 92123 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Employee Stock Option (right to buy)	$1.28	4/3/2020		A		202280		(1)	4/2/2030	Common Stock	202280	$0.00	202280	D

Explanation of Responses:

(1)

The option was granted on 4/3/20, but was contingent on stockholder approval of the Issuer's 2020 Equity Incentive Plan at the Issuer's annual meeting of stockholders held on 9/15/20, and therefore for purposes of Section 16, the option was not "acquired" until such stockholder approval was obtained. One-quarter of the shares subject to the option shall vest twelve months from the 4/3/20 grant date, and the remainder shall vest in equal monthly installments thereafter until fully vested on April 2, 2024.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RODELL TIMOTHY C JR C/O AETHLON MEDICAL, INC. 9635 GRANITE RIDGE DRIVE, STE 100 SAN DIEGO, CA 92123	X		Chief Executive Officer

Signatures
/s/ Timothy C. Rodell, by James B. Frakes, Attorney-in-fact		9/17/2020
**Signature of Reporting Person		Date