UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 2)1
|
Stereotaxis,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 Par Value
|
|
(Title
of Class of Securities)
|
|
85916J102
|
|
(CUSIP
Number)
|
|
December
31, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Ramius Navigation Master Fund LTD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,433,927(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,433,927(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,433,927(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
2
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Ramius Enterprise Master Fund LTD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
358,481(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
358,481(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,481(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
3
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
RCG
PB, LTD
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,433,927(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,433,927(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,433,927(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
4
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Ramius Advisors, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,792,408(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,792,408(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IA,
OO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
5
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Ramius
LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,792,408(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,792,408(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
6
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Cowen
Group, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,792,408(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,792,408(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
7
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
RCG
Holdings LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,792,408(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,792,408(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
8
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
C4S
& Co., L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,792,408(1)
|
|
|
6
|
SHARED
VOTING POWER
0
shares
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,792,408(1)
|
||
|
8
|
SHARED
DISPOSITIVE POWER
0
shares
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
9
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Peter
A. Cohen
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
1,792,408(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
1,792,408(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
10
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Morgan
B. Stark
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
1,792,408(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
1,792,408(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
11
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Thomas
W. Strauss
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
1,792,408(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
1,792,408(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
12
CUSIP
NO. 85916J102
|
1
|
NAME
OF REPORTING PERSON
Jeffrey
M. Solomon
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
0
shares
|
|
|
6
|
SHARED
VOTING POWER
1,792,408(1)
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
shares
|
||
|
8
|
SHARED
DISPOSITIVE POWER
1,792,408(1)
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,408(1)
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
(1)
Represents shares of Common Stock currently issuable upon the exercise of
certain warrants.
13
CUSIP
NO. 85916J102
|
Item
1(a).
|
Name
of Issuer:
|
Stereotaxis,
Inc., a Delaware corporation (the “Issuer”)
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
4320
Forest Park Avenue
St.
Louis, Missouri 63108
|
Item
2(a).
|
Name
of Person Filing
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence
|
|
Item
2(c).
|
Citizenship
|
Ramius
Navigation Master Fund Ltd (“Navigation Master Fund”)
c/o Citco
Fund Services (Cayman Islands) Limited
Regatta
Office Park
Windward
1, 2nd Floor
PO Box
31106
Grand
Cayman KY1-1205
Cayman
Islands
Citizenship:
Cayman Islands
Ramius
Enterprise Master Fund Ltd (“Enterprise Master Fund”)
c/o Citco
Fund Services (Cayman Islands) Limited
Regatta
Office Park
Windward
1, 2nd Floor
PO Box
31106
Grand
Cayman KY1-1205
Cayman
Islands
Citizenship:
Cayman Islands
RCG PB,
Ltd (“RCG PB”)
c/o Citco
Fund Services (Cayman Islands) Limited
Regatta
Office Park
Windward
1, 2nd Floor
PO Box
31106
Grand
Cayman KY1-1205
Cayman
Islands
Citizenship:
Cayman Islands
Ramius
Advisors, LLC (“Ramius Advisors”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Ramius
LLC (“Ramius”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
14
CUSIP
NO. 85916J102
Cowen
Group, Inc. (“Cowen”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
RCG
Holdings LLC (“RCG Holdings”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
C4S &
Co., L.L.C. (“C4S”)
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
Delaware
Peter A.
Cohen
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Morgan B.
Stark
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Thomas W.
Strauss
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
Jeffrey
M. Solomon
c/o
Ramius LLC
599
Lexington Avenue, 20th Floor
New York,
New York 10022
Citizenship:
United States
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.001 par value (the “Common Stock”)
|
Item
2(e).
|
CUSIP
Number:
|
85916J102
15
CUSIP
NO. 85916J102
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
|
|
|
/x/
|
Not
applicable.
|
|
|
(a)
|
/
/
|
Broker
or dealer registered under Section 15 of the Exchange
Act.
|
|
|
(b)
|
/
/
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act.
|
|
|
(c)
|
/
/
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
|
|
|
(d)
|
/
/
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
|
|
(e)
|
/
/
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
/
/
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
/
/
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
/
/
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
|
(i)
|
/
/
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
|
(j)
|
/
/
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
/
/
|
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify
the type of institution: ____
|
|
Item
4.
|
Ownership
|
|
|
(a)
|
Amount
beneficially owned:
|
As of
February 1, 2010, Navigation Master Fund beneficially owned 1,433,927 shares of
Common Stock issuable upon the exercise of certain warrants.
As of
February 1, 2010, Enterprise Master Fund beneficially owned 358,481 shares of
Common Stock issuable upon the exercise of certain warrants.
RCG PB,
as the sole shareholder of Navigation Master Fund, may be deemed the beneficial
owner of the 1,433,927 shares of Common Stock beneficially owned by Navigation
Master Fund.
Ramius
Advisors, as the investment advisor of each of Navigation Master Fund and
Enterprise Master Fund, may be deemed the beneficial owner of the (i) 1,433,927
shares of Common Stock beneficially owned by Navigation Master Fund and (ii)
358,481 shares of Common Stock beneficially owned by Enterprise Master
Fund.
Ramius,
as the sole member of Ramius Advisors, may be deemed the beneficial owner of the
(i) 1,433,927 shares of Common Stock beneficially owned by Navigation Master
Fund and (ii) 358,481 shares of Common Stock beneficially owned by Enterprise
Master Fund.
16
CUSIP
NO. 85916J102
Cowen, as
the sole member of Ramius, may be deemed the beneficial owner of the (i)
1,433,927 shares of Common Stock beneficially owned by Navigation Master Fund
and (ii) 358,481 shares of Common Stock beneficially owned by Enterprise Master
Fund.
RCG
Holdings, as a significant shareholder of Cowen, may be deemed the beneficial
owner of the (i) 1,433,927 shares of Common Stock beneficially owned by
Navigation Master Fund and (ii) 358,481 shares of Common Stock beneficially
owned by Enterprise Master Fund.
C4S, as
the managing member of RCG Holdings, may be deemed the beneficial owner of the
(i) 1,433,927 shares of Common Stock beneficially owned by Navigation Master
Fund and (ii) 358,481 shares of Common Stock beneficially owned by Enterprise
Master Fund.
Messrs.
Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be
deemed the beneficial owners of the (i) 1,433,927 shares of Common Stock
beneficially owned by Navigation Master Fund and (ii) 358,481 shares of Common
Stock beneficially owned by Enterprise Master Fund.
The
foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of any shares of Common Stock owned
by another Reporting Person. In addition, each of RCG PB, Ramius
Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss and
Solomon disclaims beneficial ownership of the shares of Common Stock
beneficially owned by Navigation Master Fund and Enterprise Master Fund and the
filing of this statement shall not be construed as an admission that any such
person is the beneficial owner of any such securities.
|
|
(b)
|
Percent
of class:
|
Based on
50,258,451 shares outstanding as of October 31, 2009, as disclosed by the Issuer
in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 6, 2009.
As of
February 1, 2010, Navigation Master Fund beneficially owned approximately 2.8%
of the outstanding shares of Common Stock. As of February 1, 2010,
RCG PB may be deemed to beneficially own approximately 2.8% of the outstanding
shares of Common Stock.
As of
February 1, 2010, Enterprise Master Fund beneficially owned less than 1% of the
outstanding shares of Common Stock.
As of
February 1, 2010, each of Ramius Advisors, Ramius, Cowen, RCG Holdings, C4S and
Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own
approximately 3.4% of the outstanding shares of Common Stock.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
See Cover
Pages Items 5-9.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
17
CUSIP
NO. 85916J102
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
See Cover
Pages Items 5-9.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that As of February 1, 2010 the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following [X].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary That Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Exhibit 99.1.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
|
Item
10.
|
Certifications.
|
By
signing below each of the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
18
CUSIP
NO. 85916J102
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
February 11, 2010
|
RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RAMIUS
NAVIGATION MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its
investment advisor
|
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RAMIUS
LLC
By:
Cowen Group, Inc.,
its
sole member
COWEN
GROUP, INC.
RCG
HOLDINGS LLC
By:
C4S & Co., L.L.C.,
its
managing member
C4S
& CO., L.L.C.
|
|
By:
|
/s/
Jeffrey M. Solomon
|
|
|
Name:
|
Jeffrey
M. Solomon
|
|
|
Title:
|
Authorized
Signatory
|
|
|
JEFFREY
M. SOLOMON
|
|
Individually
and as attorney-in-fact for
Peter
A. Cohen, Morgan B. Stark and Thomas W.
Strauss
|
19
Exhibit 99.1
JOINT FILING
AGREEMENT
The undersigned hereby agree that the
Statement on this Amendment No. 2 to the Schedule 13G dated February 11, 2010
with respect to the shares of Common Stock, par value $0.001 per share, of
Stereotaxis, Inc. and any further amendments thereto executed by each and any of
the undersigned shall be filed on behalf of each of the undersigned pursuant to
and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Dated:
February 11, 2010
|
RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RAMIUS
NAVIGATION MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its
investment advisor
|
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its
sole member
RAMIUS
LLC
By:
Cowen Group, Inc.,
its
sole member
COWEN
GROUP, INC.
RCG
HOLDINGS LLC
By:
C4S & Co., L.L.C.,
its
managing member
C4S
& CO., L.L.C.
|
|
By:
|
/s/
Jeffrey M. Solomon
|
|
|
Name:
|
Jeffrey
M. Solomon
|
|
|
Title:
|
Authorized
Signatory
|
|
|
JEFFREY
M. SOLOMON
|
|
Individually
and as attorney-in-fact for
Peter
A. Cohen, Morgan B. Stark and Thomas W.
Strauss
|