Sec Form 4 Filing - MIDDLETON FRED A @ Stereotaxis, Inc. - 2013-08-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MIDDLETON FRED A 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) (Last) (First) (Middle) 400 SOUTH EL CAMINO REAL, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2013 (Street) SAN MATEO, CA94402-1708 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/07/2013 X 29,248 A $ 4.1 811,520 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/07/2013 S( 1 ) 11,838 D $ 10.13 799,682 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/07/2013 X 149,849 A $ 3.36 949,531 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/07/2013 S( 2 ) 49,718 D $ 10.13 899,813 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/07/2013 X 75,759 A $ 1.98 975,572 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/07/2013 S( 3 ) 14,808 D $ 10.13 960,764 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 08/07/2013 X 675 A $ 4.1 4,322 I Sanderling VI Limited Partnership Common Stock 08/07/2013 S( 4 ) 273 D $ 10.13 4,049 I Sanderling VI Limited Partnership Common Stock 08/07/2013 X 3,455 A $ 3.36 7,504 I Sanderling VI Limited Partnership Common Stock 08/07/2013 S( 5 ) 1,146 D $ 10.13 6,358 I Sanderling VI Limited Partnership Common Stock 08/07/2013 X 566 A $ 4.1 3,626 I Sanderling VI Beteiligungs GmbH & Co. KG Common Stock 08/07/2013 S( 6 ) 229 D $ 10.13 3,397 I Sanderling VI Beteiligungs GmbH & Co. KG Common Stock 08/07/2013 X 2,900 A $ 3.36 6,297 I Sanderling VI Beteiligungs GmbH & Co. KG Common Stock 08/07/2013 S( 7 ) 962 D $ 10.13 5,335 I Sanderling VI Beteiligungs GmbH & Co. KG Common Stock 88,072 D Common Stock 28,117 I Sanderling Ventures Management VI 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 Common Stock 79 I Middleton McNeil Retirement Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Common Stock Warrant (right to buy) $ 4.1 08/07/2013 X 29,248 05/01/2012 05/01/2017 Common Stock 29,248 $ 0 0 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock Warrant (right to buy) $ 3.36 08/07/2013 X 149,849 05/07/2012 05/07/2017 Common Stock 149,849 $ 0 0 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock Warrant (right to buy) $ 1.98 08/07/2013 X 75,759 03/29/2013 03/29/2018 Common Stock 75,759 $ 0 0 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock Warrant (right to buy) $ 4.1 08/07/2013 X 675 05/01/2012 05/01/2017 Common Stock 675 $ 0 0 I Sanderling VI Limited Partnership Common Stock Warrant (right to buy) $ 3.36 08/07/2013 X 3,455 05/07/2012 05/07/2017 Common Stock 3,455 $ 0 0 I Sanderling VI Limited Partnership Common Stock Warrant (right to buy) $ 4.1 08/07/2013 X 566 05/01/2012 05/01/2017 Common Stock 566 $ 0 0 I Sanderling VI Beteiligungs GmbH & Co. KG Common Stock Warrant (right to buy) $ 3.36 08/07/2013 X 2,900 05/07/2012 05/07/2017 Common Stock 2,900 $ 0 0 I Sanderling VI Beteiligungs GmbH & Co. KG

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIDDLETON FRED A 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO, CA94402-1708 X Signatures /s/ Karen W. Duros, Attorney-in-Fact 08/09/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 7, 2013, the reporting person exercised a warrant to purchase 29,248 shares of Stereotaxis, Inc. common stock for $4.10 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 11,838 shares to pay the exercise price and issuing to the reporting person the remaining 17,410 shares. ( 2 )On August 7, 2013, the reporting person exercised a warrant to purchase 149,849 shares of Stereotaxis, Inc. common stock for $3.36 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 49,718 shares to pay the exercise price and issuing to the reporting person the remaining 100,131 shares. ( 3 )On August 7, 2013, the reporting person exercised a warrant to purchase 75,759 shares of Stereotaxis, Inc. common stock for $1.98 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 14,808 shares to pay the exercise price and issuing to the reporting person the remaining 60,951shares. ( 4 )On August 7, 2013, the reporting person exercised a warrant to purchase 675 shares of Stereotaxis, Inc. common stock for $4.10 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 273 shares to pay the exercise price and issuing to the reporting person the remaining 402 shares. ( 5 )On August 7, 2013, the reporting person exercised a warrant to purchase 3,455 shares of Stereotaxis, Inc. common stock for $3.36 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 1,146 shares to pay the exercise price and issuing to the reporting person the remaining 2,309 shares. ( 6 )On August 7, 2013, the reporting person exercised a warrant to purchase 566 shares of Stereotaxis, Inc. common stock for $4.10 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 229 shares to pay the exercise price and issuing to the reporting person the remaining 337 shares. ( 7 )On August 7, 2013, the reporting person exercised a warrant to purchase 2,900 shares of Stereotaxis, Inc. common stock for $3.36 per share. The reporting person paid the exercise price on a cashless basis, resulting in Stereotaxis, Inc. withholding 962 shares to pay the exercise price and issuing to the reporting person the remaining 1,938 shares.

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* 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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