Sec Form 4 Filing - MIDDLETON FRED A @ Stereotaxis, Inc. - 2015-06-10

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) C/O STEREOTAXIS, INC., 4320 FOREST PARK AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2015 (Street) ST. LOUIS, MO63108 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 46,810 D Common Stock 06/10/2015 S 3,454 D $ 1.6 1,146,072 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 06/11/2015 S 11,703 D $ 1.61 ( 1 ) 1,134,369 I Sanderling Venture Partners VI Co-Investment Fund, L.P. Common Stock 06/12/2015 S 1,116 D $ 1.6 1,133,253 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MIDDLETON FRED A C/O STEREOTAXIS, INC. 4320 FOREST PARK AVENUE, SUITE 100 ST. LOUIS, MO63108 X Signatures /s/ Karen W. Duros, Attorney-in-Fact 06/12/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $1.61 to $1.62, inclusive. The reporting person undertakes to provide Stereotaxis, Inc., any security holders of Stereotaxis, Inc., or the staff of the Securities and Exchange Commission, upon request, all information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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).

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