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* DAFNA Capital Management LLC (Last) (First) (Middle) 10990 WILSHIRE BOULEVARD, SUITE 1400 (Street) LOS ANGELES CA 90024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/05/2018	3. Issuer Name and Ticker or Trading Symbol Stereotaxis, Inc. [ STXS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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) Form filed by One Reporting Person X 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	6,931,558(1)	I	By DAFNA LifeScience, L.P.(1)
Common Stock	6,748,996(1)	I	By DAFNA LifeScience Select, L.P.(1)

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
Warrants	08/07/2013	11/11/2018	Common Stock	357,037(1)(3)	3.361	I	By DAFNA LifeScience, L.P.(1)
Warrants	08/07/2013	11/11/2018	Common Stock	252,901(1)(3)	3.361	I	By DAFNA LifeScience Market Neutral, L.P.(1)
Warrants	08/07/2013	11/11/2018	Common Stock	431,419(1)(3)	3.361	I	By DAFNA LifeScience Select, L.P.(1)
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	6,682,052(1)(3)(4)	0.65	I	By DAFNA LifeScience, L.P.(1)
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	6,682,052(1)(3)(4)	0.65	I	By DAFNA LifeScience Select, L.P.(1)

1. Name and Address of Reporting Person* DAFNA Capital Management LLC (Last) (First) (Middle) 10990 WILSHIRE BOULEVARD, SUITE 1400 (Street) LOS ANGELES CA 90024 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ghodsian Fariba Fischel (Last) (First) (Middle) 10990 WILSHIRE BOULEVARD, SUITE 1400 (Street) LOS ANGELES CA 90024 (City) (State) (Zip)

Explanation of Responses:

1. The securities are owned directly by DAFNA LifeScience, L.P. ("LifeScience"), DAFNA LifeScience Market Neutral, L.P. ("LifeScience Neutral") and DAFNA LifeScience Select, L.P. ("LifeScience Select"). DAFNA Capital Management, LLC ("DAFNA") is the investment adviser and general partner to LifeScience and LifeScience Select and may be deemed to beneficially own the securities under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Dr. Fariba Ghodsian is the Chief Investment Officer of DAFNA and may also be deemed to beneficially own the securities under Section 13(d) of the Exchange Act. DAFNA, Dr. Fischel, and Dr. Ghodsian disclaim beneficial ownership of the securities for purposes of Section 16 of the Exchange Act.

2. The Series A Convertible Preferred Stock is convertible at the election of the holder at any time and has no expiration date.

3. The conversion of the Series A convertible preferred stock and exercise of the warrants are restricted to the extent that, upon such conversion or exercise, the number of shares of common stock then beneficially owned by the holder of such securities and its affiliates would exceed 4.99% of the total number of shares of common stock then outstanding.

4. The number of shares is based on the initial conversion price of $.65. The conversion price is subject to adjustment. For purposes of determining the number of shares of common stock upon conversion, the value of the convertible preferred stock will be increased by the amount of dividends at a rate of 6% per annum, which will be cumulative and accrue daily from the date of issuance on the $1,000 stated value.

Remarks:

	/s/ Dr. Fariba Ghodsian	03/07/2018
	DAFNA Capital Management, LLC, By: /s/Dr. Nathan Fischel	03/07/2018
	** Signature of Reporting Person	Date
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