DUOS TECHNOLOGIES GROUP, INC. — Director's Dealing 2019

Apr 1, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DUOS TECHNOLOGIES GROUP, INC. (DUOT)
CIK: 0001396536
Period of Report: 2019-03-14

Reporting Person: PESSIN NORMAN H (10% Owner)
Reporting Person: Pessin Brian L. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	625402	Direct
Common Stock	1000000	Direct
Common Stock	1050000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock, par value $0.001 per share (3410000)		Direct

Footnotes

F1: This Form 3 is filed jointly by Norman H. Pessin, Sandra F. Pessin and Brian L. Pessin (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group, that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his or her pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.

F2: Shares beneficially owned by Sandra F. Pessin, Norman H. Pessin's spouse. Norman H. Pessin expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: Shares beneficially owned by Brian L. Pessin. Norman H. Pessin and Sandra F. Pessin expressly disclaim beneficial ownership of such shares.

F4: The Series B Convertible Preferred Stock ("Preferred Stock") is not currently exercisable due to a 4.99% beneficial ownership limitation with respect to Common Stock owned by Sandra F. Pessin, affiliates of Sandra F. Pessin or members of a Group with Sandra F. Pessin. Such 4.99% beneficial ownership limitation can be increased to 9.99%. The Preferred Stock has no stated maturity date.

F5: Sandra F. Pessin owns 1,750 shares of Preffered Stock initially convertible into 3,410,000 shares of Common Stock.