Edgar Filing: Ghodsian Fariba Fischel

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â DAFNA Capital Management LLC

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2018

3. Issuer Name and Ticker or Trading Symbol
Stereotaxis, Inc. [STXS]

(Last)

(First)

(Middle)

10990 WILSHIRE BOULEVARD, SUITE 1400

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOS ANGELES,Â CAÂ 90024

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	08/07/2013	11/11/2018	Common Stock	357,037 ⁽¹⁾ ⁽³⁾	$ 3.361	I	By DAFNA LifeScience, L.P. ⁽¹⁾
Warrants	08/07/2013	11/11/2018	Common Stock	252,901 ⁽¹⁾ ⁽³⁾	$ 3.361	I	By DAFNA LifeScience Market Neutral, L.P. ⁽¹⁾
Warrants	08/07/2013	11/11/2018	Common Stock	431,419 ⁽¹⁾ ⁽³⁾	$ 3.361	I	By DAFNA LifeScience Select, L.P. ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	6,682,052 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾	$ 0.65	I	By DAFNA LifeScience, L.P. ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	6,682,052 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾	$ 0.65	I	By DAFNA LifeScience Select, L.P. ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DAFNA Capital Management LLC 10990 WILSHIRE BOULEVARD, SUITE 1400 LOS ANGELES,Â CAÂ 90024	Â	Â X	Â	Â
Ghodsian Fariba Fischel 10990 WILSHIRE BOULEVARD, SUITE 1400 LOS ANGELES,Â CAÂ 90024	Â	Â X	Â	Â

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:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

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