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 *
Walker Melissa
  2. Issuer Name and Ticker or Trading Symbol
Stereotaxis, Inc. [STXS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Reg., Quality & Compl.
(Last)
(First)
(Middle)
C/O STEREOTAXIS, INC., 4320 FOREST PARK AVE., SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2009
(Street)

ST. LOUIS, MO 63108
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

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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
Stock Appreciation Right $ 7.8 09/14/2009   D     17,500 06/16/2006(1) 06/16/2010 Common Stock 17,500 (2) 0 D  
Stock Appreciation Right $ 4.1 09/14/2009   A   832   09/14/2010 09/28/2010 Common Stock 832 (2) 832 D  
Stock Appreciation Right $ 12.35 09/14/2009   D     20,000 02/23/2007(1) 02/23/2011 Common Stock 20,000 (3) 0 D  
Stock Appreciation Right $ 4.1 09/14/2009   A   1,227   09/14/2010 02/23/2011 Common Stock 1,227 (3) 1,227 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Walker Melissa
C/O STEREOTAXIS, INC.
4320 FOREST PARK AVE., SUITE 100
ST. LOUIS, MO 63108
      Sr. VP, Reg., Quality & Compl.  

Signatures

 /s/ Peggy Stohr, Attorney-in-Fact   09/16/2009
**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) 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.
(2) 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 June 16, 2005. In exchange for such cancelled stock appreciation right the reporting person received a stock appreciation right with respect to 832 shares of common stock, with an exercise price of $4.10 per share.
(3) On September 14, 2009, the issuer cancelled, pursuant to the Option Exchange Program, the stock appreciation right granted to the reporting person on February 23, 2006. In exchange for such cancelled stock appreciation right the reporting person received a stock appreciation right with respect to 1,227 shares of common stock, with an exercise price of $4.10 per share.

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