SEC Filing | Stereotaxis Inc.

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SEC FORM 3 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^*

Johnson Gregory R

(Last)

(First)

(Middle)

7733 FORSYTH BLVD.

SUITE 1440

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2004

3. Issuer Name and Ticker or Trading Symbol
Stereotaxis, Inc. [ STXS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 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	6,944	I	Gateway Venture Partners III, L.P.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	02/01/2003	02/01/2012	Common Stock	8,333	4.75	D
Stock Option (right to buy)	09/25/2003	09/25/2012	Common Stock	6,250	5.94	D
Stock Option (right to buy)	09/23/2004	09/23/2013	Common Stock	6,250	5.94	D
Stock Option (right to buy)	05/26/2005	05/26/2014	Common Stock	6,250	7.02	D
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	424,382	⁽²⁾	I	Gateway Venture Partners III, L.P.
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	100,176	⁽²⁾	I	Gateway Venture Partners III, L.P.
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	185,185	⁽²⁾	I	BOME Investors, Inc.
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	128,008	⁽²⁾	I	BOME Investors II, L.L.C.
Series D-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	128,008	⁽²⁾	I	BOME Investors III, L.L.C.
Series D-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	64,004	⁽²⁾	I	BOME Investors III, L.L.C.
Series D-1 Common Stock Warrants	11/21/2001	11/21/2006	Common Stock	19,201	7.81	I	BOME Investors III, L.L.C.
Series D-2 Common Stock Warrants	12/17/2002	12/31/2007	Common Stock	9,600	7.81	I	BOME Investors III, L.L.C.
Series D-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	128,008	⁽²⁾	I	Prolog Capital A, L.P.
Series D-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	83,205	⁽²⁾	I	Prolog Capital A, L.P.
Series D-1 Common Stock Warrants	12/18/2001	12/18/2006	Common Stock	19,201	7.81	I	Prolog Capital A, L.P.
Series D-2 Common Stock Warrants	12/17/2002	12/31/2007	Common Stock	12,480	7.81	I	Prolog Capital A, L.P.
Series D-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	64,004	⁽²⁾	I	Prolog Capital B, L.P.
Series D-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	44,802	⁽²⁾	I	Prolog Capital B, L.P.
Series D-1 Common Stock Warrants	12/18/2001	12/18/2006	Common Stock	9,600	7.81	I	Prolog Capital B, L.P.
Series D-2 Common Stock Warrants	12/17/2002	12/31/2007	Common Stock	6,720	7.81	I	Prolog Capital B, L.P.

Explanation of Responses:

1. All Series of the Issuer's Convertible Preferred Stock are convertible into common stock upon demand at any time.

2. 1-for-3.6.

	/s/ Gregory R. Johnson	08/04/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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