Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 85916J409
1
|
Name of Reporting Person
Redmile Group, LLC
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Delaware
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
7,053,462 (1)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
7,053,462 (1)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
7,053,462 (1)
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.9%(2)
|
12
|
Type of Reporting Person
(See Instructions)
IA, OO
|
(1)
Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised
of: (i) 1,778,193 shares of Common Stock held by Redmile Strategic Master Fund, LP, and (ii) 1,391,115 shares of Common Stock
held by Redmile Capital Offshore II Master Fund, Ltd. Redmile Group, LLC is the investment manager/adviser to each of the private
investment vehicles listed in items (i) and (ii) (collectively, the “Redmile Affiliates”) and, in such capacity, exercises
sole voting and investment power over all of the shares held by the Redmile Affiliates and may be deemed to be the beneficial
owner of these shares. Jeremy C. Green serves as the principal of Redmile Group, LLC and also may be deemed to be the beneficial
owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent
of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile
Group, LLC may also be deemed to beneficially own shares of Common Stock issuable upon conversion of the following: (i) 2,905,600
shares of the Issuer’s non-voting Series B Convertible Preferred Stock (“Series B Preferred Stock”) held by
Redmile Strategic Master Fund, LP, and (ii) 2,704,521 shares of Series B Preferred Stock held by Redmile Capital Offshore II Master
Fund, Ltd. The Series B Preferred Stock is initially convertible into shares of Common Stock on a one-for-one basis. Pursuant
to the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate
of Designation”), the Issuer may not effect any conversion of the Series B Preferred Stock, and a holder of the Series B
Preferred Stock does not have the right to convert any portion of the Series B Preferred Stock held by such holder, to the extent
that, after giving effect to the attempted conversion set forth in a notice of conversion, such holder, together with such holder’s
affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder’s for purposes
of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable
regulations of the Securities and Exchange Commission (the “SEC”), including any “group” of which such
holder is a member, would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation
(the “Beneficial Ownership Blocker”). The “Beneficial Ownership Limitation” is 9.99% of the shares of
Common Stock then issued and outstanding, which percentage may be changed at a holder’s election upon 61 days’ notice
to the Issuer. The 7,053,462 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G
represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2) below).
(2)
Percentage based on: (i) 66,721,079 shares of Common Stock issued and outstanding as of October 31, 2019, as reported by the Issuer
in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed with the SEC on November 14, 2019
(the “Form 10-Q”), plus (ii) 3,884,154 shares of Common Stock issuable upon conversion of 3,884,154 shares of Series
B Preferred Stock, which, due to the Beneficial Ownership Limitation, is the maximum number of shares of Series B Preferred Stock
that could be converted to Common Stock as of October 31, 2019.
CUSIP No. 85916J409
1
|
Name of Reporting Person
Jeremy C. Green
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
United Kingdom
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
7,053,462 (3)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
7,053,462 (3)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
7,053,462 (3)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.9%(4)
|
12
|
Type of Reporting Person
(See Instructions)
IN, HC
|
(3) Jeremy C. Green’s beneficial ownership
of Common Stock is comprised of: (i) 1,778,193 shares of Common Stock held by Redmile Strategic Master Fund, LP, and (ii) 1,391,115
shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd. Redmile Group, LLC is the investment manager/adviser
to each of the private investment vehicles listed in items (i) and (ii) and, in such capacity, exercises sole voting and investment
power over all of the shares held by the Redmile Affiliates and may be deemed to be the beneficial owner of these shares. Jeremy
C. Green serves as the principal of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile
Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest
in such shares, if any. Subject to the Beneficial Ownership Blocker, Jeremy C. Green may also be deemed to beneficially own shares
of Common Stock issuable upon conversion of the following: (i) 2,905,600 shares of the Issuer’s Series B Preferred Stock
held by Redmile Strategic Master Fund, LP, and (ii) 2,704,521 shares of Series B Preferred Stock held by Redmile Capital Offshore
II Master Fund, Ltd. The Series B Preferred Stock is initially convertible into shares of Common Stock on a one-for-one basis.
Pursuant to the Certificate of Designation, the Issuer may not effect any conversion of the Series B Preferred Stock, and a holder
of the Series B Preferred Stock does not have the right to convert any portion of the Series B Preferred Stock held by such holder,
if the Beneficial Ownership Blocker applies. The 7,053,462 shares of Common Stock reported as beneficially owned by Redmile Group,
LLC in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (4)
below).
(4) Percentage based on: (i) 66,721,079 shares of
Common Stock issued and outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q, plus (ii) 3,884,154 shares
of Common Stock issuable upon conversion of 3,884,154 shares of Series B Preferred Stock, which, due to the Beneficial Ownership
Limitation, is the maximum number of shares of Series B Preferred Stock that could be converted to Common Stock as of October
31, 2019.
CUSIP No. 85916J409
1
|
Name of Reporting Person
Redmile Strategic Master Fund, LP
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Cayman Islands
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
4,683,793 (5)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
4,683,793 (5)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
4,683,793 (5)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11
|
Percent of Class Represented
by Amount in Row (9)
6.7%(6)
|
12
|
Type of Reporting Person
(See Instructions)
PN
|
(5) Redmile Strategic Master Fund, LP’s beneficial
ownership of Common Stock is comprised of 1,778,193 shares of Common Stock and 2,905,600 shares of Common Stock issuable upon
conversion of 2,905,600 shares of Series B Preferred Stock held directly by Redmile Strategic Master Fund, LP. Pursuant to the
Certificate of Designation, the Issuer may not effect any conversion of the Series B Preferred Stock, and a holder of the Series
B Preferred Stock does not have the right to convert any portion of the Series B Preferred Stock held by such holder, if the Beneficial
Ownership Blocker applies. The 4,683,793 shares of Common Stock reported as beneficially owned by Redmile Strategic Master Fund,
LP in this Schedule 13G does not account for shares of Common Stock beneficially owned by Redmile Capital Offshore II Master Fund,
Ltd. If Redmile Group, LLC and its affiliates are beneficial owners of greater than 9.99% of the number of Common Stock outstanding,
then the number of shares of Series B Preferred Stock currently convertible by Redmile Strategic Master Fund, LP will be reduced
and such shares of Common Stock issuable upon conversion thereof will not be deemed beneficially owned by Redmile Strategic Master
Fund, LP. The 4,683,793 shares of Common Stock reported as beneficially owned by Redmile Strategic Master Fund, LP in this Schedule
13G represents 6.7% of the outstanding shares of Common Stock (calculated in accordance with footnote (6) below).
(6)
Percentage based on: (i) 66,721,079 shares of Common Stock issued and outstanding as of October 31, 2019, as reported by the Issuer
in its Form 10-Q, plus (ii) 2,905,600 shares of Common Stock issuable upon conversion of 2,905,600 shares of Series B Preferred
Stock held by Redmile Strategic Master Fund, LP.
CUSIP No. 85916J409
1
|
Name of Reporting Person
Redmile Capital Offshore II Master Fund, Ltd.
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Cayman Islands
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
4,095,636 (7)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
4,095,636 (7)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
4,095,636 (7)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11
|
Percent of Class Represented
by Amount in Row (9)
5.9%(8)
|
12
|
Type of Reporting Person
(See Instructions)
CO
|
(7) Redmile
Capital Offshore II Master Fund, Ltd.’s beneficial ownership of Common Stock is comprised of 1,391,115 shares of Common
Stock and 2,704,521 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock held directly by
Redmile Capital Offshore II Master Fund, Ltd. Pursuant to the Certificate of Designation, the Issuer may not effect any
conversion of the Series B Preferred Stock, and a holder of the Series B Preferred Stock does not have the right to convert
any portion of the Series B Preferred Stock held by such holder, if the Beneficial Ownership Blocker applies. The 4,095,636
shares of Common Stock reported as beneficially owned by Redmile Capital Offshore II Master Fund, Ltd. in this Schedule 13G
does not account for shares of Common Stock beneficially owned by Redmile Strategic Master Fund, LP. If Redmile Group, LLC
and its affiliates are beneficial owners of greater than 9.99% of the number of Common Stock outstanding, then the number of
shares of Series B Preferred Stock currently convertible by Redmile Capital Offshore II Master Fund, Ltd. will be reduced and
such shares of Common Stock issuable upon conversion thereof will not be deemed beneficially owned by Redmile Capital
Offshore II Master Fund, Ltd. The 4,095,636 shares of Common Stock reported as beneficially owned by Redmile Capital Offshore
II Master Fund, Ltd. in this Schedule 13G represents 5.9% of the outstanding shares of Common Stock (calculated in accordance
with footnote (8) below).
(8)
Percentage based on: (i) 66,721,079 shares of Common Stock issued and outstanding as of October 31, 2019, as reported by the Issuer
in its Form 10-Q, plus (ii) 2,704,521 shares of Common Stock issuable upon conversion of 2,704,521 shares of Series B Preferred
Stock held by Redmile Capital Offshore II Master Fund, Ltd.
Item 1.
(a) Name
of Issuer
Stereotaxis, Inc.
(b) Address
of Issuer’s Principal Executive Offices
4320 Forest Park Avenue, Suite 100
St. Louis, MO 63108
Item 2.
(a) Names
of Persons Filing
Redmile Group, LLC
Jeremy C. Green
Redmile Strategic Master Fund, LP
Redmile Capital Offshore II Master Fund, Ltd.
(b) Address
of Principal Business office or, if None, Residence
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Redmile Strategic Master Fund, LP
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Redmile Capital Offshore II Master Fund, Ltd
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
(c) Citizenship
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Strategic Master Fund, LP: Cayman Islands
Redmile Capital Offshore II Master Fund, Ltd.: Cayman
Islands
(d) Title
of Class of Securities
Common Stock, $0.001 par value
(e) CUSIP
Number
85916J409
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
|
(a)
|
¨
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c);
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
|
(d)
|
¨
|
Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
(g)
|
¨
|
A parent holding company or control
person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
(h)
|
¨
|
A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from
the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
__________
|
(a) Amount
beneficially owned:
Redmile Group, LLC – 7,053,462 (1)
Jeremy C. Green – 7,053,462 (1)
Redmile Strategic Master Fund, LP –
4,683,793 (2)
Redmile Capital Offshore II Master Fund, Ltd. –
4,095,636 (3)
(b) Percent
of class:
Redmile Group, LLC – 9.9% (4)
Jeremy C. Green – 9.9% (4)
Redmile Strategic Master Fund, LP – 6.7% (5)
Redmile Capital Offshore II Master Fund, Ltd. –
5.9% (6)
(c) Number
of shares as to which Redmile Group, LLC has:
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
7,053,462 (1)
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
7,053,462 (1)
Number of shares as to which Jeremy C. Green has:
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
7,053,462 (1)
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
7,053,462 (1)
Number of shares as to which Redmile Strategic Master
Fund, LP has:
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
4,683,793 (2)
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
4,683,793 (2)
Number of shares as to which Redmile Capital Offshore
II Master Fund, Ltd. has:
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
4,095,636 (3)
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
4,095,636 (3)
|
(1)
|
Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised
of: (i) 1,778,193 shares of Common Stock held by Redmile Strategic Master Fund, LP, and (ii) 1,391,115 shares of Common Stock held
by Redmile Capital Offshore II Master Fund, Ltd., which shares of Common Stock may be deemed beneficially owned by Redmile Group,
LLC as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by
Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of
these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership
Blocker, Redmile Group, LLC and Jeremy C. Green may also be deemed to beneficially own shares of Common Stock issuable upon conversion
of the following: (x) 2,905,600 shares of the Issuer’s Series B Preferred Stock held by Redmile Strategic Master Fund, LP,
and (y) 2,704,521 shares of Series B Preferred Stock held by Redmile Capital Offshore II Master Fund, Ltd.
|
(2) Redmile Strategic Master
Fund, LP’s beneficial ownership of Common Stock is comprised of 1,778,193 shares of Common Stock held directly by Redmile
Strategic Master Fund, LP. Redmile Strategic Master Fund, LP also holds an aggregate of 2,905,600 shares of Series B Preferred
Stock, which are convertible into an aggregate of 2,905,600 shares of Common Stock.
(3) Redmile Capital Offshore
II Master Fund, Ltd.’s beneficial ownership of Common Stock is comprised of 1,391,115 shares of Common Stock held directly
by Redmile Capital Offshore II Master Fund, Ltd. Redmile Capital Offshore II Master Fund, Ltd. also holds an aggregate of 2,704,521
shares of Series B Preferred Stock, which are convertible into an aggregate of 2,704,521 shares of Common Stock.
(4) Percentage based on: (i)
66,721,079 shares of Common Stock issued and outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q, plus
(ii) 3,884,154 shares of Common Stock issuable upon conversion of 3,884,154 shares of Series B Preferred Stock, which, due to the
Beneficial Ownership Limitation, is the maximum number of shares of Series B Preferred Stock that could be converted to Common
Stock as of October 31, 2019.
(5) Percentage based on: (i)
66,721,079 shares of Common Stock issued and outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q, plus
(ii) 2,905,600 shares of Common Stock issuable upon conversion of 2,905,600 shares of Series B Preferred Stock held by Redmile
Strategic Master Fund, LP.
(6) Percentage based on: (i)
66,721,079 shares of Common Stock issued and outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q, plus
(ii) 2,704,521 shares of Common Stock issuable upon conversion of 2,704,521 shares of Series B Preferred Stock held by Redmile
Capital Offshore II Master Fund, Ltd.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ¨
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
N/A.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
See Exhibit A attached hereto.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
|
Redmile Group, LLC
|
|
|
|
By:
|
/s/
Jeremy C. Green
|
|
|
Name: Jeremy C. Green
Title: Managing Member
|
|
|
|
|
|
/s/
Jeremy C. Green
|
|
|
Jeremy C. Green
|
|
Redmile Strategic
Master Fund, LP
|
|
By: Redmile Group, LLC, its investment
manager
|
|
|
|
By:
|
/s/
Jeremy C. Green
|
|
|
Name: Jeremy C. Green
Title: Managing Member
|
|
Redmile Capital
Offshore II Master Fund, Ltd.
|
|
By: Redmile Group, LLC, its investment
manager
|
|
|
|
By:
|
/s/
Jeremy C. Green
|
|
|
Name: Jeremy C. Green
Title: Managing Member
|
Exhibit A
Redmile Group, LLC, Redmile Strategic Master Fund, LP and Redmile
Capital Offshore II Master Fund, Ltd. are the relevant entities for which Jeremy C. Green may be considered a control person.