Sec Form 3 Filing - DAFNA Capital Management LLC @ Stereotaxis, Inc. - 2018-03-05

FORM 3 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 DAFNA Capital Management LLC 2. Issuer Name and Ticker or Trading Symbol Stereotaxis, Inc. [ STXS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10990 WILSHIRE BOULEVARD, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2018 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 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 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 Warrants $ 3.361 08/07/2013 11/11/2018 Common Stock 357,037 ( 1 ) ( 3 ) I By DAFNA LifeScience, L.P. ( 1 ) Warrants $ 3.361 08/07/2013 11/11/2018 Common Stock 252,901 ( 1 ) ( 3 ) I By DAFNA LifeScience Market Neutral, L.P. ( 1 ) Warrants $ 3.361 08/07/2013 11/11/2018 Common Stock 431,419 ( 1 ) ( 3 ) I By DAFNA LifeScience Select, L.P. ( 1 ) Series A Convertible Preferred Stock $ 0.65 ( 2 ) ( 2 ) Common Stock 6,682,052 ( 1 ) ( 3 ) ( 4 ) I By DAFNA LifeScience, L.P. ( 1 ) Series A Convertible Preferred Stock $ 0.65 ( 2 ) ( 2 ) Common Stock 6,682,052 ( 1 ) ( 3 ) ( 4 ) I By DAFNA LifeScience Select, L.P. ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAFNA Capital Management LLC 10990 WILSHIRE BOULEVARD, SUITE 1400 LOS ANGELES, CA90024 X Ghodsian Fariba Fischel 10990 WILSHIRE BOULEVARD, SUITE 1400 LOS ANGELES, CA90024 X Signatures /s/ Dr. Fariba Ghodsian 03/07/2018 Signature of Reporting Person Date DAFNA Capital Management, LLC, By: /s/Dr. Nathan Fischel 03/07/2018 Signature of Reporting Person Date

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.

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).

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