SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Giffin David (Last) (First) (Middle) C/O STEREOTAXIS, INC. 4320 FOREST PARK AVENUE, SUITE 100 (Street) ST. LOUIS MO 63108 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/26/2010	3. Issuer Name and Ticker or Trading Symbol Stereotaxis, Inc. [ STXS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Human Resources	5. If Amendment, Date of Original Filed (Month/Day/Year) 06/04/2010
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,296(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 9,296 shares that were omitted from the reporting person's original Form 3, and also were omitted from a Form 4 filed by the reporting person after his original Form 3 was filed. As reported in the original Form 3, the amount also included 24,250 shares of restricted stock that were subject to forfeiture if certain performance criteria were not achieved over time and 4,250 shares of restricted stock, 25% of which vests on January 15th of each year beginning in 2008.

Remarks:

	/s/ David Giffin	01/04/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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