UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
STEREOTAXIS,
Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
85916J409
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
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
7,308,325 (1)
|
|
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive
Power
7,308,325 (1)
|
|
9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person
7,308,325 (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)
9.1%(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) 1,631,957 shares of Common Stock held by
Redmile Strategic Master Fund, LP, and (ii) 66,247 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. 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.
(2) Percentage based on: (i) 74,581,038 shares of Common
Stock issued and outstanding as of October 31, 2021, as reported by
the Issuer in its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021 filed with the SEC on November 12,
2021 (the “Form 10-Q”), plus (ii) 5,610,121 shares of Common Stock
issuable upon conversion of 5,610,121 shares of Series B Preferred
Stock.
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
7,308,325 (3)
|
|
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive
Power
7,308,325 (3)
|
|
9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person
7,308,325 (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)
9.1%(4)
|
|
12 |
Type of Reporting Person
(See Instructions)
IN, HC
|
| |
|
|
|
(3)
Jeremy C. Green’s beneficial ownership of Common Stock is comprised
of: (i) 1,631,957 shares of Common Stock held by Redmile Strategic
Master Fund, LP, and (ii) 66,247 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.
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.
(4)
Percentage based on: (i) 74,581,038 shares of Common Stock issued
and outstanding as of October 31, 2021, as reported by the Issuer
in its Form 10-Q, plus (ii) 5,610,121 shares of Common Stock
issuable upon conversion of 5,610,121 shares of Series B Preferred
Stock.
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
4,537,557 (5)
|
|
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive
Power
4,537,557 (5)
|
|
9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person
4,537,557 (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)
5.9%(6)
|
|
12 |
Type of Reporting Person
(See Instructions)
PN
|
| |
|
|
|
(5)
Redmile Strategic Master Fund, LP’s beneficial ownership of Common
Stock is comprised of 1,631,957 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.
(6)
Percentage based on: (i) 74,581,038 shares of Common Stock issued
and outstanding as of October 31, 2021, 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
2,770,768 (7)
|
|
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive
Power
2,770,768 (7)
|
|
9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,770,768 (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)
3.6%(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 66,247 shares of Common
Stock and 2,704,521 shares of Common Stock issuable upon conversion
of 2,704,521 shares of Series B Preferred Stock held directly by
Redmile Capital Offshore II Master Fund, Ltd.
(8)
Percentage based on: (i) 74,581,038 shares of Common Stock issued
and outstanding as of October 31, 2021, 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.
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
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
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 – 7,308,325 (1)
Jeremy C. Green – 7,308,325 (1)
Redmile Strategic Master Fund, LP – 4,537,557 (2)
Redmile Capital Offshore II Master Fund, Ltd. – 2,770,768 (3)
Redmile Group, LLC – 9.1% (4)
Jeremy C. Green – 9.1% (4)
Redmile Strategic Master Fund, LP – 5.9% (5)
Redmile Capital Offshore II Master Fund, Ltd. – 3.6% (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: |
7,308,325 (1)
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0
|
(iv) |
Shared power to dispose or to direct the disposition of: |
7,308,325 (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: |
7,308,325 (1)
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0
|
(iv) |
Shared power to dispose or to direct the disposition of: |
7,308,325 (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: |
4,537,557 (2)
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0
|
(iv) |
Shared power to dispose or to direct the disposition of: |
4,537,557 (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: |
2,770,768 (3)
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0
|
(iv) |
Shared power to dispose or to direct the disposition of: |
2,770,768 (3)
|
(1) |
Redmile Group, LLC’s and Jeremy C.
Green’s beneficial ownership of the Issuer’s Common Stock is
comprised of: (i) 1,631,957 shares of Common Stock held by Redmile
Strategic Master Fund, LP, and (ii) 66,247 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. 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 1,631,957
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
66,247 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) 74,581,038
shares of Common Stock issued and outstanding as of October 31,
2021, as reported by the Issuer in its Form 10-Q, plus (ii)
5,610,121 shares of Common Stock issuable upon conversion of
5,610,121 shares of Series B Preferred Stock. |
|
(5) |
Percentage based on: (i) 74,581,038
shares of Common Stock issued and outstanding as of October 31,
2021, 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) 74,581,038
shares of Common Stock issued and outstanding as of October 31,
2021, 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 the response to Item 4.
|
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, 2022
|
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 |
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