X0303 4 2011-02-15 0001289340 Stereotaxis, Inc. STXS 0001493267 Giffin David C/O STEREOTAXIS, INC. 4320 FOREST PARK AVENUE, SUITE 100 ST. LOUIS MO 63108 0 1 0 0 VP, Human Resources Common Stock 2011-02-15 4 A 0 16200 A 35246 D Stock Appreciation Right 3.52 2011-02-15 4 A 0 63000 A 2012-02-15 2021-02-15 Common Stock 63000 63000 D Grant to reporting person of shares of restricted stock having a fair market value of $3.52 per share on the date of grant. The shares are subject to forfeiture if certain performance criteria are not achieved over time. The stock appreciation rights vest as follows: (1) 25% vest one year after the date of grant, and (2) the remaining 75% vest ratably per month over the next three years. Price is not applicable to acquisitions resulting from grants of stock appreciation rights. /s/ David Giffin 2011-02-17