Sec Form 4 Filing - Fischel David Leo @ Stereotaxis, Inc. - 2021-05-20

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 Fischel David Leo 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O STEREOTAXIS, INC., 4320 FOREST PARK AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2021 (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

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 Performance share units ( 1 ) 05/20/2021( 2 ) A 13,000,000 ( 3 ) 12/31/2030 Common Stock 13,000,000 $ 0 13,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fischel David Leo C/O STEREOTAXIS, INC. 4320 FOREST PARK AVENUE, SUITE 100 ST. LOUIS, MO63108 X Chief Executive Officer Signatures /s/ Kimberly R. Peery, Attorney-in-Fact, for David L. Fischel 05/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance share unit represents a contingent right to receive one share of the Issuer's common stock. ( 2 )On February 23, 2021, the Issuer's board of directors, based upon the recommendation of the Compensation Committee, granted the reporting person a performance share unit award of up to 13,000,000 shares of common stock (the "Award"), subject to stockholder approval of the issuance of the shares under the Award. The Issuer's stockholders approved the issuance of the shares under the Award on May 20, 2021. ( 3 )The Award consists of ten tranches which vest based on the attainment of market capitalization milestones, and subject to the reporting person continuing to serve as the Chief Executive Officer, Executive Chairman or such other mutually agreed upon significant role with the Issuer from the grant date through December 31, 2030, all subject to the exceptions set forth in the Award agreement. The market capitalization milestones are subject to adjustment following certain acquisitions and spin-off transactions by the Issuer, and the number of shares subject to the Award shall be adjusted following stock splits, stock dividends, combinations or reclassifications of shares, recapitalization, consolidation, split-up, merger, or similar transactions. The service component of the award will be waived upon the occurrence of certain events in set forth in the Award agreement. The Award agreement has been filed as an exhibit to the Company's filings with the Securities and Exchange Commission.

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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