Edgar Filing: Stereotaxis, Inc.

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 ^*

MIDDLETON FRED A

2. Issuer Name and Ticker or Trading Symbol
Stereotaxis, Inc. [STXS]

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)

400 SOUTH EL CAMINO REAL, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2012

(Street)

SAN MATEO, CA 94402-1708

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)
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	05/10/2012		P		6,241,119	A	⁽¹⁾	7,822,726	I	Sanderling Venture Partners VI Co-Investment Fund, L.P.
Common Stock	05/10/2012		P		265,062	A	⁽²⁾	281,178	I	Sanderling Ventures Management VI
Common Stock								340,932	D
Common Stock								30,609	I	Sanderling VI Beteiligungs GmbH & Co. KG
Common Stock								36,470	I	Sanderling VI Limited Partnership
Common Stock								781,351	I	Sanderling Venture Partners II, L.P.
Common Stock								15,000	I	Sanderling Mgmt. LLC 401K Pension Profit Sharing Plan
Common Stock								532,758	I	Sanderling IV Biomedical Co-Investment Fund, L.P.
Common Stock								110,971	I	Sanderling V Beteiligungs GmbH & Co. KG
Common Stock								397,164	I	Sanderling V Biomedical Co-Investment Fund, L.P.
Common Stock								119,566	I	Sanderling V Limited Partnership
Common Stock								677,906	I	Sanderling Venture Partners V Co-Investment Fund, L.P.
Common Stock								224,515	I	Sanderling Venture Partners iV Co-Investment Fund
Common Stock								828	I	Sanderling Ventures Management V
Common Stock								797	I	Middleton McNeil Retirement Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrant (right to buy)

$ 0.3361

05/10/2012

6,241,119

05/10/2012

05/10/2018

Common Stock

6,241,119

⁽¹⁾

6,241,119

Sanderling Venture Partners VI Co-Investment Fund, L.P.

Common Stock Warrant (right to buy)

$ 0.3361

05/10/2012

265,062

05/10/2012

05/10/2018

Common Stock

265,062

⁽²⁾

265,062

Sanderling Ventures Management VI

Common Stock Warrant (right to buy)

$ 0.3361

05/07/2012⁽³⁾

J⁽⁴⁾

1,498,482

05/07/2012

05/07/2017

Common Stock

1,498,482

$ 0

1,498,482

Sanderling Venture Partners VI Co-Investment Fund L.P.

Common Stock Warrant (right to buy)

$ 0.3361

05/07/2012⁽³⁾

J⁽⁴⁾

29,000

05/07/2012

05/07/2017

Common Stock

29,000

$ 0

29,000

Sanderling VI Beteiligungs GmbH & Co. KG

Common Stock Warrant (right to buy)

$ 0.3361

05/07/2012⁽³⁾

J⁽⁴⁾

34,553

05/07/2012

05/07/2017

Common Stock

34,553

$ 0

34,553

Sanderling VI Limited Partnership

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MIDDLETON FRED A 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA 94402-1708	X

Signatures

/s/ Karen W. Duros, Attorney-in-Fact		05/14/2012
^**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)	The reported securities are included within 6,241,119 Stereotaxis units purchased by the reporting person for 0.4611 per unit. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock.
(2)	The reported securities are included within 265,062 Stereotaxis units purchased by the reporting person for 0.4611 per unit. Each unit consists of one share of common stock, and one warrant to purchase one share of common stock.
(3)	The warrant was issued dated May 7, 2012, subject to closing conditions, which were satisfied on May 11, 2012. Beneficial ownership was acquired on May 11, 2012, upon satisfaction of closing conditions.
(4)	Warrant received in connection with the extension of an unsecured loan commitment between Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH & Co. KG, Sanderling VI Limited Partnership, respectively, and Issuer.

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