SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mills William C. III

(Last)

(First)

(Middle)

626 SCHOOL STREET

(Street)

CARLISLE

017401

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2004

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/17/2004		P		10,000	A	$8	10,000	D
Common Stock	08/17/2004		C		646⁽¹⁾	A	⁽²⁾	646	I	Advent Partners HLS II Limited Partnership⁽³⁾
Common Stock	08/17/2004		C		194⁽¹⁾	A	⁽²⁾	840	I	Advent Partners HLS II Limited Partnership⁽³⁾
Common Stock	08/17/2004		C		134⁽¹⁾	A	⁽²⁾	974	I	Advent Partners HLS II Limited Partnership⁽³⁾
Common Stock	08/17/2004		C		3,220⁽¹⁾	A	⁽²⁾	3,220	I	Advent Partners Limited Partnership⁽³⁾
Common Stock	08/17/2004		C		966⁽¹⁾	A	⁽²⁾	4,186	I	Advent Partners Limited Partnership⁽³⁾
Common Stock	08/17/2004		C		662⁽¹⁾	A	⁽²⁾	4,848	I	Advent Partners Limited Partnership⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Convertible Preferred Stock	⁽¹⁾	08/17/2004		C			2,304	⁽⁴⁾	⁽⁴⁾	Common Stock	640	⁽²⁾	0	I	Advent Partners HLS II Limited Partnership⁽³⁾
Series D-1 Convertible Preferred Stock	⁽¹⁾	08/17/2004		C			691	⁽⁴⁾	⁽⁴⁾	Common Stock	192	⁽²⁾	0	I	Advent Partners HLS II Limited Partnership⁽³⁾
Series D-2 Convertible Preferred Stock	⁽¹⁾	08/17/2004		C			460	⁽⁴⁾	⁽⁴⁾	Common Stock	128	⁽²⁾	0	I	Advent Partners HLS II Limited Partnership⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	08/17/2004		C			11,520	⁽⁴⁾	⁽⁴⁾	Common Stock	3,200	⁽²⁾	0	I	Advent Partners Limited Partnership⁽³⁾
Series D-1 Convertible Preferred Stock	⁽¹⁾	08/17/2004		C			2,304	⁽⁴⁾	⁽⁴⁾	Common Stock	960	⁽²⁾	0	I	Advent Partners Limited Partnership⁽³⁾
Series D-2 Convertible Preferred Stock	⁽¹⁾	08/17/2004		C			2,304	⁽⁴⁾	⁽⁴⁾	Common Stock	640	⁽²⁾	0	I	Advent Partners Limited Partnership⁽³⁾

Explanation of Responses:

1. The number of shares of common stock received upon conversion of the reporting person's convertible preferred stock includes additional shares issued as a result of antidilution provisions triggered by the issuer's initial public offering.

2. Price is not applicable to conversion of preferred stock to common stock.

3. These shares are indirectly beneficially owned as a limited partner.

4. All series of the Issuer's Convertible Preferred Stock are convertible into common stock upon demand at any time.

	/s/ William C. Mills III	08/18/2004
	** Signature of Reporting Person	Date
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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