Ownership Submission
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 *
Rosenblum Mark J
   2. Issuer Name and Ticker or Trading Symbol
Advaxis, Inc. [ADXS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO, SVP and Secretary
(Last)
(First)
(Middle)
C/O ADVAXIS, INC.,, 305 COLLEGE ROAD EAST		 3. Date of Earliest Transaction (Month/Day/Year)
05/14/2012
(Street)

PRINCETON, NJ 08540		 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 05/14/2012   A   686,275 A (1) (2) 686,275 I See Footnote (3)
Common Stock               5,645 (4) 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
Convertible Promissory Note $ 0.15 05/14/2012   D     $ 58,823.53   (5) 10/31/2012 Common Stock 392,157 (1) (2) $ 0 I See Footnote (3)
Common Stock Warrants (right to buy) $ 0.15 05/14/2012   D     196,078   (5) 10/31/2014 Common Stock 196,078 (1) (2) 0 I See Footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rosenblum Mark J
C/O ADVAXIS, INC.,
305 COLLEGE ROAD EAST
PRINCETON, NJ 08540		       CFO, SVP and Secretary  

Signatures

 /s/ Mark J. Rosenblum   05/16/2012
**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) On May 14, 2012, Advaxis, Inc. (the "Company") entered into an Exchange Agreement with the Reporting Person pursuant to which the Reporting Person received 686,275 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") in exchange for (i) surrendering to the Company a convertible promissory note of the Company with an outstanding principal amount of $58,823.53 which was convertible into 392,157 shares of Common Stock and warrants to purchase an aggregate of 196,078 shares of Common Stock, (Continued in Footnote 2)
(2) (Continued from Footnote 1) and (ii) amending the Note Purchase Agreement, dated as of October 28, 2011, between the Company and the Reporting Person, to terminate (x) the Reporting Person's right to liquidated damages if the Company failed for any reason to satisfy the current public information requirement under Rule 144(c) promulgated under the Securities Act of 1933, as amended, (y) the Reporting Person's right to participate in any proposed or intended issuance or sale or exchange of the Company's securities, and (z) the prohibition on the Company's ability to effect, or enter into an agreement to effect, any issuance of the Company's securities for cash consideration involving a variable rate transaction.
(3) The Reporting Person owns these securities indirectly through the Mark J. Rosenblum IRA.
(4) Represents 5,645 shares of Common Stock acquired under the Advaxis, Inc. 2011 Employee Stock Purchase Plan.
(5) Immediately.

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