DUOS TECHNOLOGIES GROUP, INC. — Director's Dealing 2022

Feb 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DUOS TECHNOLOGIES GROUP, INC. (DUOT)
CIK: 0001396536
Period of Report: 2022-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-04	Common Stock	P	300000	$4	Acquired	766157	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57972	Direct
Common Stock	160911	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$7		Common Stock (851)	851	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 851 shares of Series B Preferred Stock convertible into 121,572 shares of Common Stock.