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* APLIN JOHN C (Last) (First) (Middle) ONE AMERICAN SQUARE STE 2850 (Street) INDIANAPOLIS IN 46282 (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) 08/17/2004
	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	08/17/2004		C		555,555	A	(2)	562,499	I	CID Equity Capital V, L.P.
Common Stock	08/17/2004		C		75,764(1)	A	(2)	638,263	I	CID Equity Capital V, L.P.
Common Stock	08/17/2004		C		33,567(1)	A	(2)	671,830	I	CID Capital Equity V, L.P.
Common Stock	08/17/2004		C		67,135(1)	A	(2)	67,135	I	CID Equity Capital VIII, L.P.

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
Series C Convertible Preferred Stock	(2)	08/17/2004		C			2,000,000	(3)	(3)	Common Stock	555,555	(2)	0	I	CID Equity Capital V, L.P.
Series D-1 Convertible Preferred Stock	(2)	08/17/2004		C			270,303	(3)	(3)	Common Stock	75,084	(2)	0	I	CID Equity Capital V, L.P.
Series D-2 Convertible Preferred Stock	(2)	08/17/2004		C			115,088	(3)	(3)	Common Stock	31,968	(2)	0	I	CID Equity Capital V, L.P.
Series E-2 Convertible Preferred Stock	(2)	08/17/2004		C			170,473	(3)	(3)	Common Stock	47,353	(2)	0	I	CID Equity Capital VIII, L.P.

Explanation of Responses:

1. The number of shares of common stock received upon conversion of the reporting person's convertible preferred stock includes additional shares issued as a result of antidilution provisions triggered by the issuer's initial public offering.

2. Price not applicable to conversion of preferred stock to common stock.

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

	/s/ John C. Aplin	08/18/2004
	** 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 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).
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