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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Appreciation Right | $ 12.03 | 09/14/2009 | D | 21,100 | 02/22/2007(1) | 02/22/2011 | Common Stock | 21,100 | (2) | 0 | D | ||||
Stock Appreciation Right | $ 4.1 | 09/14/2009 | A | 1,410 | 09/14/2010 | 02/22/2011 | Common Stock | 1,410 | (2) | 1,410 | D | ||||
Employee Stock Option (Right to Buy) | $ 10.24 | 09/14/2009 | D | 25,000 | 02/07/2008(3) | 02/07/2012 | Common Stock | 25,000 | (4) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 4.1 | 09/14/2009 | A | 7,765 | 09/14/2010(5) | 02/07/2012 | Common Stock | 7,765 | (4) | 7,765 | D | ||||
Employee Stock Option (Right to Buy) | $ 6.86 | 09/14/2009 | D | 25,000 | 02/05/2009(6) | 02/05/2013 | Common Stock | 25,000 | (7) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 4.1 | 09/14/2009 | A | 16,647 | 09/14/2010(8) | 02/05/2013 | Common Stock | 16,647 | (7) | 16,647 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bruce Douglas Michael C/O STEREOTAXIS, INC. 4320 FOREST PARK AVE., SUITE 100 ST.LOUIS, MO 63108 |
Chief Tech./Operations Officer |
/s/ Douglas M. Bruce | 09/16/2009 | |
**Signature of Reporting Person | Date |
* | 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 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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |
(6) | The cancelled stock option vested as follows: 25% vested one year after the date of grant and 2.0833% each month thereafter. |
(7) | 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. |
(8) | 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. |