SEC FORM 4 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
 
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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*
Parker David J

(Last) (First) (Middle)
C/O AMPERSAND VENTURES
55 WILLIAM STREET, SUITE 240

(Street)
WELLESLEY MA 02481

(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)
02/07/2005
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 02/07/2005 J(1) 803 A (1) 2,303 D
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. Ampersand 1999 Limited Partnership distributed 629,524 shares of the issuer's common stock in a pro rata distribution to its partners on February 7, 2005. Ampersand 1999 Companion Fund Limited Partnership distributed 12,847 shares of the issuer's common stock in a pro rata distribution to its partners on February 7, 2005. AMP-99 Management Company Limited Liability Company, the general partner of Ampersand 1999 Limited Partnership and Ampersand 1999 Companion Fund Limited Partnership, received 6,423 shares of the issuer's common stock in these distributions and in turn distributed such shares in a pro rata distribution to its partners on February 7, 2005. David J. Parker received 803 shares from these distributions.
Remarks:
David J. Parker 02/09/2005
** 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.
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.
Exhibit 24

LIMITED POWER OF ATTORNEY

FOR

STEREOTAXIS, INC.

SECTION 16(a) FILINGS

Know all by these presents, that the undersigned hereby

constitutes and appoints each of Cynthia M. Rossetti and

Loretta M. McClary, signing singly, the undersigned's true

and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer, director and/or

stockholder of Stereotaxis, Inc. (the "Company"),

Forms 3, 4, and 5 and amendments thereto in accordance with

Section 16(a) of the Securities Exchange Act of 1934 and the

rules thereunder;



(2) do and perform any and all acts for and on behalf of

the undersigned which may be necessary or desirable to

complete and execute any such Forms 3, 4, or 5 or amendment

thereto and timely file such form with the United States

Securities and Exchange Commission (the "SEC") and any stock

exchange or similar authority; and



(3) take any other action of any type whatsoever which,

in the opinion of such attorney-in-fact, may be necessary or

desirable in connection with the foregoing authority, it

being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to

this Power of Attorney shall be in such form and shall contain

such terms and conditions as such attorney-in-fact may approve.



The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act

and thing whatsoever requisite, necessary, or proper to be

done in the exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be

done by virtue of this Power of Attorney and the rights and

powers herein granted.  The undersigned acknowledges that the

foregoing attorneys-in-fact, in serving in such capacity at

the request of the undersigned, are not assuming, nor is the

Company assuming, any of the undersigned's responsibilities

to comply with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3, 4,

and 5 with respect to the undersigned's holdings of and

transactions in securities of the Company, unless earlier

revoked by the undersigned in a signed writing delivered to

the foregoing attorneys-in-fact.  This Power of Attorney may be

filed with the SEC as a confirming statement of the authority

granted herein.



IN WITNESS WHEREOF, the undersigned has caused this Power

of Attorney to be executed as of this 9th day of

February, 2005.



David J. Parker

/s/ David J. Parker

Signature





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