FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * PESSIN NORMAN H 2. Issuer Name and Ticker or Trading Symbol DUOS TECHNOLOGIES GROUP, INC. [ DUOT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
400 E. 51ST STREET, PH 31
3. Date of Earliest Transaction (MM/DD/YYYY)
10/1/2021
(Street)
NEW YORK, NY 10022
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1)                102972  D   
Common Stock (1)                71430  D (2)  
Common Stock (1)                75002  D (3)  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock  $7                   (4)  (4) Common Stock  243572 (5)   1705  D (2)  
Series C Convertible Preferred Stock  $5.5                   (6)  (6) Common Stock  272727 (7)   1500  D (2)  
Series C Convertible Preferred Stock  $5.5                   (8)  (8) CommonStock  90909 (9)   500  D (3)  

Explanation of Responses:
(1)  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.
(2)  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.
(3)  Shares beneficially owned by Brian L. Pessin. Norman H. Pessin and Sandra F. Pessin expressly disclaim beneficial ownership of such shares.
(4)  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.
(5)  Sandra F. Pessin owns 1,705 shares of Series B Preferred Stock convertible into 243,572 shares of Common Stock.
(6)  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.
(7)  Sandra F. Pessin owns 1,500 shares of Series C Preferred Stock convertible into 272,727 shares of Common Stock.
(8)  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.
(9)  Brian L. Pessin owns 500 shares of Series C Preferred Stock convertible into 90,909 shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PESSIN NORMAN H
400 E. 51ST STREET
PH 31
NEW YORK, NY 10022

X

Pessin Brian L.
310 E. 75TH STREET
APARTMENT 2A
NEW YORK, NY 10021

X

PESSIN SANDRA F
400 E. 51ST STREET
PH 31
NEW YORK, NY 10022

X


Signatures
/s/ Norman H. Pessin 10/5/2021
**Signature of Reporting Person Date
/s/ Sandra F. Pessin 10/5/2021
**Signature of Reporting Person Date
/s/ Brian L. Pessin 10/5/2021
**Signature of Reporting Person Date
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