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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(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)
11/13/2013

(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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

563

10/31/2013

11/21/2013

Common Stock

187

$ 0.28

48,099

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

260

10/31/2013

11/21/2013

Common Stock

$ 0.28

22,191

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

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

617

10/31/2013

11/21/2013

Common Stock

205

$ 0.28

52,658

Sanderling IV Biomedical Co-Investment Fund, L.P.

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

785

10/31/2013

11/21/2013

Common Stock

261

$ 0.28

67,005

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

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

138

10/31/2013

11/21/2013

Common Stock

$ 0.28

11,818

Sanderling V. Limited Partnership

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

129

10/31/2013

11/21/2013

Common Stock

$ 0.28

10,968

Sanderling V Beteiligungs GmBLT & Co. KG

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

460

10/31/2013

11/21/2013

Common Stock

153

$ 0.28

39,256

Sanderling V Biomedical Co-Investment Fund, L.P.

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

10/31/2013

11/21/2013

Common Stock

$ 0.28

Sanderling Ventures Management V

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

16,440

10/31/2013

11/21/2013

Common Stock

5,480

$ 0.28

1,403,125

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

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

117

10/31/2013

11/21/2013

Common Stock

$ 0.28

10,002

Sanderling VI Limited Partnership

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

10/31/2013

11/21/2013

Common Stock

$ 0.28

8,395

Sanderling VI Beteiligungs GmbH & Co. KG

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

10/31/2013

11/21/2013

Common Stock

$ 0.28

322

Middleton McNeil Retirement Trust

Subscription Rights (right to buy) ⁽¹⁾

$ 3

11/13/2013

1,315

10/31/2013

11/21/2013

Common Stock

438

$ 0.28

104,409

Sanderling Ventures Management VI

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 Witte Duros, Attorney-in-Fact		11/15/2013
^**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 Company issued to each holder of record, as of October 31, 2013, and certain warrant holders, subscription rights to acquire shares of common stock of Stereotaxis, Inc. in accordance with a prospectus dated October 29, 2013. Each subscription right entitles the holder to purchase one-third of a share of Stereotaxis, Inc. common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.