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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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) 08/13/2013 (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 Common Stock 08/13/2013   M   624,113 A $ 3.36 1,584,877 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/13/2013   F(1)   328,475 D $ 6.39 1,256,402 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/13/2013   M   26,506 A $ 3.36 54,623 I Sanderling Ventures Management VI Common Stock 08/13/2013   F(2)   13,950 D $ 6.39 40,673 I Sanderling Ventures Management VI Common Stock               88,072 D   Common Stock               6,358 I Sanderling VI Limited Partnership Common Stock               5,335 I Sanderling VI Beteiligungs GmbH & Co. KG Common Stock               1,500 I Sanderling Mgmt. LLC 401K Pension Profit Sharing Plan Common Stock               53,275 I Sanderling IV Biomedical Co-Investment Fund, L.P. Common Stock               11,097 I Sanderling V Beteiligungs GmbH & Co. KG Common Stock               39,716 I Sanderling V Biomedical Co-Investment Fund, L.P. Common Stock               11,956 I Sanderling V Limited Partnership Common Stock               67,790 I Sanderling Venture Partners V Co-Investment Fund, L.P. Common Stock               22,451 I Sanderling Venture Partners IV Co-Investment Fund Common Stock               82 I Sanderling Ventures Management V Common Stock               79 I Middleton McNeil Retirement Trust

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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

Common Stock Warrant (right to buy)

$ 3.36

08/13/2013

M

624,113

05/07/2012

05/07/2018

Common Stock

624,113

$ 0

0

I

Sanderling Venture Partners VI Co-Investment Fund LP

Common Stock Warrant (right to buy)

$ 3.36

08/13/2013

M

26,506

05/07/2012

05/07/2018

Common Stock

26,506

$ 0

0

I

Sanderling Ventures Management VI

Reporting Owners

Reporting Owner Name / Address	Relationships
	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		08/15/2013
**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)	On August 13, 2013, the reporting person exercised a warrant to purchase 624,113 shares of Stereotaxis, Inc. common stock for $3.36 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 328,475 shares to pay the exercise price and issuing to the reporting person the remaining 295,638 shares.
(2)	On August 13, 2013, the reporting person exercised a warrant to purchase 26,506 shares of Stereotaxis, Inc. common stock for $3.36 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 13,950 shares to pay the exercise price and issuing to the reporting person the remaining 12,556 shares.

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