X0303 4 2009-09-14 0 0001289340 Stereotaxis, Inc. STXS 0001298788 Bruce Douglas Michael C/O STEREOTAXIS, INC. 4320 FOREST PARK AVE., SUITE 100 ST.LOUIS MO 63108 0 1 0 0 Chief Tech./Operations Officer Stock Appreciation Right 12.03 2009-09-14 4 D 0 21100 D 2007-02-22 2011-02-22 Common Stock 21100 0 D Stock Appreciation Right 4.10 2009-09-14 4 A 0 1410 A 2010-09-14 2011-02-22 Common Stock 1410 1410 D Employee Stock Option (Right to Buy) 10.24 2009-09-14 4 D 0 25000 D 2008-02-07 2012-02-07 Common Stock 25000 0 D Employee Stock Option (Right to Buy) 4.10 2009-09-14 4 A 0 7765 A 2010-09-14 2012-02-07 Common Stock 7765 7765 D Employee Stock Option (Right to Buy) 6.86 2009-09-14 4 D 0 25000 D 2009-02-05 2013-02-05 Common Stock 25000 0 D Employee Stock Option (Right to Buy) 4.10 2009-09-14 4 A 0 16647 A 2010-09-14 2013-02-05 Common Stock 16647 16647 D The cancelled stock appreciation right vested as follows: (1) 25% vested one year after the date of grant, and (2) the remaining 75% vested ratably per month over the next three years. On September 14, 2009, the issuer cancelled, pursuant to the issuer's option exchange program described in the Schedule TO filed by the issuer on August 17, 2009 (the "Option Exchange Program"), the stock appreciation right granted to the reporting person on February 22, 2006. In exchange for such cancelled stock appreciation right the reporting person received a stock appreciation right with respect to 1,410 shares of common stock, with an exercise price of $4.10 per share. The cancelled stock option vested as follows: (1) 25% vested one year after the date of grant, and (2) the remaining 75% vested ratably per month over the next three years. On September 14, 2009, the issuer cancelled, pursuant to the Option Exchange Program, the employee stock option granted to the reporting person on February 7, 2007. In exchange for such cancelled stock option, the reporting person received a stock option to purchase 7,765 shares of common stock at an exercise price of $4.10 per share. The stock option vests as follows: (1) 6,956 shares vest one year after the date of grant, and (2) the remaining 809 shares vest ratably per month over the next 5 months. The cancelled stock option vested as follows: 25% vested one year after the date of grant and 2.0833% each month thereafter. On September 14, 2009, the issuer cancelled, pursuant to the Option Exchange Program, the employee stock option granted to the reporting person on February 5, 2008. In exchange for such cancelled stock option, the reporting person received a stock options to purchase 16,647 shares of common stock at an exercise price of $4.10 per share. The stock option vests as follows: (1) 10,751 shares vest one year after the date of grant, and (2) the remaining 5,896 shares vest ratably per month over the next 17 months. /s/ Douglas M. Bruce 2009-09-16