SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MIDDLETON FRED A (Last) (First) (Middle) 400 SOUTH EL CAMINO REAL SUITE 1200 (Street) SAN MATEO CA 94402-1708 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 08/22/2012
	4. If Amendment, Date of 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

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	08/22/2012		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

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

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.

Remarks:

	/s/ Karen W. Duros, Attorney-in-Fact	08/24/2012
	** 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 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).
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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