SEC Form 4 · accession 0001289340-18-000044
Stereotaxis, Inc. · STXS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fred A Middleton
Director
Period of report
Mar 2, 2018
Accepted (ET)
Mar 5, 2018 · 6:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001289340
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 2, 2018 | X | 153,846 | $0.28 | A | 303,528 | D | |
| Common Stock | holding | — | — | — | 1,107,189 | I | Sanderling Venture Partners VI Co-Investment Fund, L.P. | |
| Common Stock | holding | — | — | — | 6,358 | I | Sanderling VI Limited Partnership | |
| Common Stock | holding | — | — | — | 5,335 | I | Sanderling VI Beteiligungs GmbH & Co. KG | |
| Common Stock | holding | — | — | — | 53,275 | I | Sanderling IV Biomedical Co-Investment Fund, L.P. | |
| Common Stock | holding | — | — | — | 11,097 | I | Sanderling V Beteiligungs GmbH & Co. KG | |
| Common Stock | holding | — | — | — | 39,716 | I | Sanderling V Biomedical Co-Investment Fund, L.P. | |
| Common Stock | holding | — | — | — | 11,956 | I | Sanderling V Limited Partnership | |
| Common Stock | holding | — | — | — | 67,790 | I | Sanderling Venture Partners V Co-Investment Fund, L.P. | |
| Common Stock | holding | — | — | — | 22,451 | I | Sanderling Venture Partners IV Co-Investment Fund |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrant (right to buy)F1,F2 | $0.70 | Mar 1, 2018 | D | 153,846 | D | Sep 29, 2016 | Sep 29, 2021 | Common Stock | 153,846 | 0 | D |
| Common Stock Warrant (right to buy)F1,F2 | $0.28 | Mar 1, 2018 | A | 153,846 | A | Sep 29, 2016 | Sep 29, 2021 | Common Stock | 153,846 | 153,846 | D |
| Common Stock Warrant (right to buy) | $0.28 | Mar 2, 2018 | X | 153,846 | D | Sep 29, 2016 | Sep 29, 2021 | Common Stock | 153,846 | 0 | D |
Explanation of responses
- F1On February 28, 2018, the issuer and certain holders of outstanding warrants issued pursuant to the Stock Purchase Agreement dated September 26, 2016, including the reporting person, entered into an amendment to the warrants. The amendment provided that the exercise price of the warrants would be reduced for a limited period of time, provided that at least $6 million of warrants was exercised during the limited period. This condition was satisfied on March 1, 2018.
- F2The transactions reported in the first two lines of Table II above report the amendment of the warrant to temporarily reduce the exercise price from $0.70 per share to $0.28 per share. The amendment is reported as the disposition of the old warrant and the acquisition of a new one. The amendment to the warrant was approved by a transaction committee consisting solely of independent directors for purposes of Rules 16b-3(d) and (e).