DUOS TECHNOLOGIES GROUP, INC. — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DUOS TECHNOLOGIES GROUP, INC. (DUOT)
CIK: 0001396536
Period of Report: 2021-10-01

Reporting Person: PESSIN NORMAN H (N/A)
Reporting Person: Pessin Brian L. (N/A)
Reporting Person: PESSIN SANDRA F (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102972	Direct
Common Stock	71430	Direct
Common Stock	75002	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$7		Common Stock (243572)	1705	Direct
Series C Convertible Preferred Stock	$5.5		Common Stock (272727)	1500	Direct
Series C Convertible Preferred Stock	$5.5		CommonStock (90909)	500	Direct

Footnotes

F1: This Form 4 is filed jointly by Norman H. Pessin, Brian L. Pessin and Sandra F. 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: On October 1, 2021, Sandra L. Pessin and the Issuer agreed to increase the beneficial ownership limitation applicable to the Series B Convertible Preferred Stock ("Series B Preferred Stock") from 4.99% to 9.99% with respect to Common Stock owned by Sandra F. Pessin, affiliates of Sandra F. Pessin or members of a group with Sandra F. Pessin. As a result of this limitation, a portion of such shares of Series B Preferred Stock (convertible into 121,572 shares of Common Stock) are not currently convertible. The Series B Preferred Stock has no stated maturity date.

F5: Sandra F. Pessin owns 1,705 shares of Series B Preferred Stock convertible into 243,572 shares of Common Stock.

F6: On October 1, 2021, Sandra L. Pessin and the Issuer agreed to increase the beneficial ownership limitation applicable to the Series C Convertible Preferred Stock ("Series C Preferred Stock") from 4.99% to 19.99% with respect to Common Stock owned by Sandra F. Pessin, affiliates of Sandra F. Pessin or members of a group with Sandra F. Pessin. As a result, all of such shares of Series C Preferred Stock are now convertible into Common Stock. The Series C Preferred Stock has no stated maturity date.

F7: Sandra F. Pessin owns 1,500 shares of Series C Preferred Stock convertible into 272,727 shares of Common Stock.

F8: On October 1, 2021, Brian L. Pessin and the Issuer agreed to increase the beneficial ownership limitation applicable to the Series C Preferred Stock from 4.99% to 19.99% with respect to the Common Stock owned by Brian L. Pessin, affiliates of Brian L. Pessin or members of a group with Brian L. Pessin. As a result, all of such shares of Series C Preferred Stock are now convertible into Common Stock. The Series C Preferred Stock has no stated maturity date.

F9: Brian L. Pessin owns 500 shares of Series C Preferred Stock convertible into 90,909 shares of Common Stock.