DUOS TECHNOLOGIES GROUP, INC. — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G/A 1 tm207572d2_sc13ga.htm SCHEDULE 13G/A

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13G

Information to be included in Statements filed

pursuant to Rule 13d-1(b), (c) AND (d)

(AMENDMENT NO. 3)

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DUOS TECHNOLOGIES GROUP, INC.

(Name of Issuer)

COMMON Stock, $0.001_par value

(Title of Class of Securities)

266042100

(CUSIP Number)

December 31, 2019

(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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1.	NAME OF REPORTING PERSON Justin Keener S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 197,810 (see Item 4)
6.	SHARED VOTING POWER None.
7.	SOLE DISPOSITIVE POWER 197,810 (see Item 4)
8.	SHARED DISPOSITIVE POWER None.

| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 197,810 (see Item 4) | | --- | --- | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% | | 12. | TYPE OF REPORTING PERSON: OO |

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Item 1(a). Name of Issuer.

Duos Technologies Group, Inc. (the “ Issuer ”)

Item 1(b). Address of Issuer’s Principal Executive Offices.

	6622 Southpoint Drive South, Suite 310 Jacksonville, Florida 32216
Item 2(a).	Names of Person Filing.
	Justin Keener (“ KEENER ”)
Item 2(b).	Address of Principal Business Office, or if none, Residence.
	3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169
Item 2(c).	Citizenship.
	United States
Item 2(d).	Title of Class of Securities.
	Common Stock, par value $0.001 per share (the “ Common Stock ”)
Item 2(e).	CUSIP Number.
	266042100
Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
	Not applicable.
Item 4.	Ownership.

As of the date hereof, KEENER is the beneficial owner of 197,810 shares of Common Stock.

Accordingly, for the purpose of this Statement:

(a) Amount beneficially owned by KEENER: 197,810 shares of Common Stock of the Issuer.

(b) Percent of Class: KEENER beneficially holds 9.99% of the Issuer’s issued and outstanding Common Stock based on 1,980,085 shares of Common Stock issued and outstanding as of December 31, 2019, as stated by the Issuer in Amendment No. 1 to the Issuer’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 24, 2020. KEENER owns warrants to purchase 444,037 shares of Common Stock, however, the aggregate number of shares of Common Stock into which the Warrants are exercisable and which KEENER has the right to acquire beneficial ownership is limited to the number of shares of Common Stock that, together with all other shares of Common Stock beneficially owned by KEENER, including the shares of Common Stock subject to this Schedule 13G, does not exceed 9.99% of the total outstanding shares of Common Stock. KEENER does not own directly any shares of Common Stock of the Issuer.

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(c) Number of shares as to which KEENER has:

(i) Sole power to direct the vote: 197,810 shares of Common Stock of the Issuer.

(ii) Shared power to vote or to direct the vote: None.

(iii) Sole power to dispose or direct the disposition of the Common Stock: 197,810 shares of Common Stock of the Issuer.

(iv) Shared power to dispose or direct the disposition of the Common Stock: None.

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	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 which could have that purpose or effect.

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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 13, 2020
JUSTIN KEENER
By:	/s/ Justin Keener
	Name: Justin Keener
	Title:

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