Sec Form 4 Filing - KIANI JOE E @ Stereotaxis, Inc. - 2018-03-01

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 KIANI JOE E 2. Issuer Name and Ticker or Trading Symbol Stereotaxis, Inc. [ STXS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 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) 03/01/2018 (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 03/01/2018 X 6,153,846 A $ 0.28 6,153,846 I Joseph Kiani 2007 Dynasty Trust, dated March 20, 2008 Common Stock 80,000 D

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) $ 0.7 03/01/2018( 1 ) D 6,153,846 09/29/2016 09/29/2021 Common Stock 6,153,846 ( 2 ) 0 I Joseph Kiani 2007 Dynasty Trust, dated March 20, 2008 Common Stock Warrant (right to buy) $ 0.28 03/01/2018( 1 ) A 6,153,846 09/29/2016 09/29/2021 Common Stock 6,153,846 ( 2 ) 6,153,846 I Joseph Kiani 2007 Dynasty Trust, dated March 20, 2008 Common Stock Warrant (right to buy) $ 0.28 03/01/2018 X 6,153,846 09/29/2016 09/29/2021 Common Stock 6,153,846 $ 0 0 I Joseph Kiani 2007 Dynasty Trust, dated March 20, 2008

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KIANI JOE E C/O STEREOTAXIS, INC. 4320 FOREST PARK AVENUE, SUITE 100 ST. LOUIS, MO63108 X X Signatures /s/ Karen Witte Duros, Attorney-in-Fact 03/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 28, 2018, the issuer and certain holders of outstanding warrants issued pursuant to the Stock Purchase Agreement dated September 26, 2016, including the reporting person, entered into an amendment to the warrants. The amendment provided that the exercise price of the warrants would be reduced for a limited period of time, provided that at least $6 million of warrants was exercised during the limited period. This condition was satisfied on March 1, 2018. ( 2 )The transactions reported in the first two lines of Table II above report the amendment of the warrant to temporarily reduce the exercise price from $0.70 per share to $0.28 per share. The amendment is reported as the disposition of the old warrant and the acquisition of a new one. The amendment to the warrant was approved by a transaction committee consisting solely of independent directors for purposes of Rules 16b-3(d) and (e).

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