DUOS TECHNOLOGIES GROUP, INC. — Director's Dealing 2023

Nov 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DUOS TECHNOLOGIES GROUP, INC. (DUOT)
CIK: 0001396536
Period of Report: 2023-11-10

Reporting Person: Bleichroeder LP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-10	Series F Convertible Preferred Stock	$6.2	S	5000	Disposed		Common Stock (806452)	Indirect
2023-11-10	Series E Convertible Preferred Stock	$3	P	5000	Acquired		Common Stock (1666667)	Indirect
2023-11-10	Series E Convertible Preferred Stock	$3	P	2500	Acquired		Common Stock (833333)	Indirect

Footnotes

F1: On 11/10/2023, 21 April Fund, Ltd. and 21 April Fund, LP exchanged, with DUOS Technologies Group, Inc. ("Issuer"), an aggregate of 5,000 shares of Series F Convertible Preferred Stock ("Series F") of the Issuer for 5,000 shares of Series E Preferred Stock ("Series E") of the Issuer per the terms of an agreement between 21 April Fund, Ltd., 21 April Fund, LP and the Issuer. Each share of Series F was convertible into shares of Common Stock at a conversion price of $6.20. Each share of Series E is convertible into shares of Common Stock at a conversion price of $3.00. Per the Articles of Amendment of the Issuer's Articles of Incorporation defining the preferences, rights and limitations of each series of preferred stock ("Articles"), conversion of these shares is subject to a Beneficial Ownership Limitation (defined therein) of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion.

F2: This form is filed by Bleichroeder LP. Bleichroeder LP serves as registered investment adviser to 21 April Fund, Ltd., 21 April Fund, LP and other managed accounts. Bleichroeder LP disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

F3: On 11/10/2023, 21 April Fund, Ltd., 21 April Fund, LP and the Issuer entered into an agreement (the "Securities Purchase Agreement") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer 2,500 shares of Series E at a per share price of $1,000. Each share of Series E is convertible into shares of Common Stock at a conversion price of $3.00. In accordance with the Articles, conversion of these shares is subject to a Beneficial Ownership Limitation (as defined therein) of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion.