Statement of Changes in Beneficial Ownership (4)
February 08 2022 - 09:28AM
Edgar (US Regulatory)
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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)
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|
(Last)
(First)
(Middle)
400 E. 51ST STREET, PH 31 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/4/2022
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|
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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) |
|
|
|
|
|
|
|
57972 |
D |
|
|
Common Stock (1) |
2/4/2022 |
2/4/2022 |
P |
|
300000 |
A |
$4 |
766157 |
D (2) |
|
|
Common Stock (1) |
|
|
|
|
|
|
|
160911 |
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 |
851 (5) |
|
851 |
D (2) |
|
| 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 851
shares of Series B Preferred Stock convertible into 121,572 shares
of Common Stock. |
Reporting
Owners
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|
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.
65 E. 76TH STREET
APARTMENT 3DE
NEW YORK, NY 10021 |
|
X |
|
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PESSIN SANDRA F
400 E. 51ST STREET
PH 31
NEW YORK, NY 10022 |
|
X |
|
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Signatures
|
|
/s/ Norman H. Pessin |
|
2/7/2022 |
| **Signature of Reporting
Person |
Date |
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/s/ Sandra F. Pessin |
|
2/7/2022 |
| **Signature of Reporting
Person |
Date |
|
/s/ Brian L. Pessin |
|
2/7/2022 |
| **Signature of Reporting
Person |
Date |
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