Ownership Submission
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 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 *
MIDDLETON FRED A
   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)
(Last)
(First)
(Middle)
400 SOUTH EL CAMINO REAL, SUITE 1200		 3. Date of Earliest Transaction (Month/Day/Year)
11/30/2012
(Street)

SAN MATEO, CA 94402-1708		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/30/2012   P(1)   24,360 A $ 1.53 76,072 (2) D  
Common Stock               782,272 I Sanderling Venture Partners VI Co-Investment Fund, L.P.
Common Stock               28,117 I Sanderling Ventures Management VI
Common Stock               3,060 I Sanderling VI Beteiligungs GmbH & Co. KG
Common Stock               3,647 I Sanderling VI Limited Partnership
Common Stock               1,500 I Sanderling Mgmt. LLC 401K Pension Profit Sharing Plan
Common Stock               53,275 I Sanderling IV Biomedical Co-Investment Fund, L.P.
Common Stock               11,097 I Sanderling V Beteiligungs GmbH & Co. KG
Common Stock               39,716 I Sanderling V Biomedical Co-Investment Fund, L.P.
Common Stock               11,956 I Sanderling V Limited Partnership
Common Stock               67,790 I Sanderling Venture Partners V Co-Investment Fund, L.P.
Common Stock               22,451 I Sanderling Venture Partners IV Co-Investment Fund
Common Stock               82 I Sanderling Ventures Management V
Common Stock               79 I Middleton McNeil Retirement Trust

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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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MIDDLETON FRED A
400 SOUTH EL CAMINO REAL
SUITE 1200
SAN MATEO, CA 94402-1708		   X      

Signatures

 /s/ Karen W. Duros, Attorney-in-Fact   12/04/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Purchase of 24,360 shares of Stereotaxis, Inc. common stock from the limited partners of Sanderling Venture Partners II, LP in connection with the liquidation of the partnership. In previous reports, the reporting person reported indirect beneficial ownership in 78,135 shares of Stereotaxis, Inc. common stock held by Sanderling Venture Partners II, LP.
(2) Includes pro-rata liquidating disribution of 6,148 shares from Sanderling Venture Partners, II LP. In previous reports, the reporting person reported indirect beneficial ownership in 78,135 shares of Stereotaxis, Inc. common stock held by Sanderling Venture Partners II, LP.

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