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* Brathwaite Paul (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) 07/29/2015	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) Section 16 Officer	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	1,399	D
Common Stock	8,000(1)	D
Common Stock	10,000(2)	D
Common Stock	5,550(3)	D
Common Stock	7,400(4)	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
Stock Appreciation Right	02/15/2012(5)	02/15/2021	Common Shares	700	35.2	D
Stock Appreciation Right	03/27/2015(6)	03/27/2024	Common Stock	12,700	4.04	D
Stock Appreciation Right	02/06/2016(7)	02/06/2025	Common Stock	12,700	2.15	D

Explanation of Responses:

1. Unvested restricted share units granted on 8/22/12. Each restricted share unit represents a right to receive one share of common stock. The restricted share units vest over a four year period in equal installments of 25%, each occurring on the anniversary date of the grant.

2. Unvested restricted share units granted on 3/5/13. Each restricted share unit represents a right to receive one share of common stock. The restricted share units vest over a four year period in equal installments of 25%, each occurring on the anniversary date of the grant.

3. Unvested restricted share units granted on 3/27/14. Each restricted share unit represents a right to receive one share of common stock. The restricted share units vest over a four year period in equal installments of 25%, each occurring on the anniversary date of the grant.

4. Unvested restricted share units granted on 2/6/15. Each restricted share unit represents a right to receive one share of common stock. The restricted share units vest over a four year period in equal installments of 25%, each occurring on the anniversary date of the grant.

5. Stock appreciation rights granted on 2/15/11. The stock appreciation rights vest as follows: (1) 25% vest one year after the date of the grant (2) the remaining 75% vest ratably per month over the next three years.

6. Stock appreciation rights granted on 3/27/14. The stock appreciation rights vest as follows: (1) 25% vest one year after the date of the grant (2) the remaining 75% vest ratably per month over the next three years.

7. Stock appreciation rights granted on 2/6/15. The stock appreciation rights vest as follows: (1) 25% vest one year after the date of the grant (2) the remaining 75% vest ratably per month over the next three years.

Remarks:

	/s/ Karen W. Duros	08/06/2015
	** 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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