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Form 4 Stereotaxis, Inc. For: Dec 02 Filed by: MIDDLETON FRED A

December 4, 2014 5:49 PM EST
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 *
MIDDLETON FRED A

(Last) (First) (Middle)
C/O STEREOTAXIS, INC.
4320 FOREST PARK AVENUE, SUITE 100

(Street)
ST. LOUIS MO 63108

(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)
12/02/2014
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 12/02/2014   S   10,000 D $ 1.6 (1) 51,170 D  
Common Stock 12/03/2014   S   5,809 D $ 1.58 (2) 45,361 D  
Common Stock               1,256,402 I Sanderling Venture Partners VI Co-Investment Fund, L.P.
Common Stock               40,673 I Sanderling Ventures Management VI
Common Stock               6,358 I Sanderling VI Limited Partnership
Common Stock               5,335 I Sanderling VI Beteiligungs GmbH & Co. KG
Common Stock               1,500 I Sanderling Mgmt. LLC 401K Pension Profit Sharing Plan
Common Stock               53,275 I Sanderling IV Biomedical Co-Investment Fund, L.P.
Common Stock               11,097 I Sanderling V Beteiligungs GmbH & Co. KG
Common Stock               39,716 I Sanderling V Biomedical Co-Investment Fund, L.P.
Common Stock               11,956 I Sanderling V Limited Partnership
Common Stock               67,790 I Sanderling Venture Partners V Co-Investment Fund, L.P.
Common Stock               22,451 I Sanderling Venture Partners IV Co-Investment Fund
Common Stock               82 I Sanderling Ventures Management V
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $1.60 to $1.62, inclusive. The reporting person undertakes to provide to Stereotaxis, Inc., any security holder of Stereotaxis, Inc., or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $1.58 to $1.60, inclusive. The reporting person undertakes to provide to Stereotaxis, Inc., any security holder of Stereotaxis, Inc., or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/s/ Karen W. Duros, Attorney-in-Fact 12/04/2014
** 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.


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