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)
08/22/2012

(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	08/22/2012		A		11,471 ⁽¹⁾	A	$ 0	45,564 ⁽²⁾	D
Common Stock								782,272 ⁽²⁾	I	Sanderling Venture Partners VI Co-Investment Fund, L.P.
Common Stock								28,117 ⁽²⁾	I	Sanderling Ventures Management VI
Common Stock								3,060 ⁽²⁾	I	Sanderling VI Beteiligungs GmbH & Co. KG
Common Stock								3,647 ⁽²⁾	I	Sanderling VI Limited Partnership
Common Stock								78,135 ⁽²⁾	I	Sanderling Venture Partners II, L.P.
Common Stock								1,500 ⁽²⁾	I	Sanderling Mgmt. LLC 401K Pension Profit Sharing Plan
Common Stock								53,275 ⁽²⁾	I	Sanderling IV Biomedical Co-Investment Fund, L.P.
Common Stock								11,097 ⁽²⁾	I	Sanderling V Beteiligungs GmbH & Co. KG
Common Stock								39,716 ⁽²⁾	I	Sanderling V Biomedical Co-Investment Fund, L.P.
Common Stock								11,956 ⁽²⁾	I	Sanderling V Limited Partnership
Common Stock								67,790 ⁽²⁾	I	Sanderling Venture Partners V Co-Investment Fund, L.P.
Common Stock								22,451 ⁽²⁾	I	Sanderling Venture Partners iV Co-Investment Fund
Common Stock								82 ⁽²⁾	I	Sanderling Ventures Management V
Common Stock								79 ⁽²⁾	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

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		08/24/2012
^**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)	Grant of restricted stock units. Each restricted stock unit represents a right to receive one share of common stock. The restricted stock units vest one year from the date of grant or the date of the next shareholders' meeting, whichever is earlier.
(2)	The number of shares reflects the 1-for-10 reverse stock split of Stereotaxis, Inc.'s common stock on July 10, 2012.

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

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