UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Duos Technologies Group, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
266042407
(CUSIP Number)
February 4, 2022
(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)
☐ Rule 13d-1 (c)
☐ Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE
13G
Issuer: Duos
Technologies Group, Inc.: 266042407
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS |
Bleichroeder Holdings LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
State of Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER - 1,283,162
6
SHARED VOTING POWER - 0
7
SOLE DISPOSITIVE POWER - 1,283,162
8
SHARED DISPOSITIVE POWER - 0
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
1,283,162
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
N/A
11 PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9:
21.82%
|
12 |
TYPE OF REPORTING PERSON |
HC
SCHEDULE
13G
Issuer: Duos
Technologies Group, Inc.: 266042407
|
1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS |
Bleichroeder LP
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
State of Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER - 1,283,162
6
SHARED VOTING POWER - 0
7
SOLE DISPOSITIVE POWER - 1,283,162
8
SHARED DISPOSITIVE POWER - 0
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
1,283,162
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
N/A
11 PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9:
21.82%
|
12 |
TYPE OF REPORTING PERSON |
IA
SCHEDULE
13G
Issuer: Duos
Technologies Group, Inc. CUSIP No.: 266042407
ITEM 1
|
(a) |
Name of Issuer: Duos Technologies Group, Inc. |
|
(b) |
Address of Issuer's Principal Executive Offices: |
6622 Southpoint Drive S, Suite 310
Jacksonville, FL 32216
ITEM 2
(a) Name of Person
Filing:
Bleichroeder Holdings LLC
Bleichroeder LP
(b) Address of Principal
Business Office:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105
(c) Citizenship:
Delaware, USA
(d) Title of Class of
Securities:
Common Shares
(e) CUSIP No.:
067532200
ITEM 3
If this
statement is filed pursuant to Sections 240. 13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
| (a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
| |
|
|
| (b) |
☐ |
Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
|
|
| (c) |
☐ |
Insurance Company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78C); |
| |
|
|
| (d) |
☐ |
Investment company
registered under Section 8 of the Investment Company Act if 1940
(15 U.S.C. 80a-8); |
| |
|
|
| (e) |
☑ |
An investment
adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| |
|
|
| (f) |
☐ |
An employee benefit
plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F); |
| |
|
|
| (g) |
☑ |
A parent holding
company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G); |
| |
|
|
| (h) |
☐ |
A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| |
|
|
| (i) |
☐ |
A church plan that
is excluded from the definition of an insurance company under
Section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| |
|
|
| (j) |
☐ |
Group, in accordance
with section 240.13d-1 (b)(1)(ii)(J). |
SCHEDULE
13G
Issuer: Duos
Technologies Group, Inc. CUSIP No.: 266042407
ITEM 4.
Ownership.
See cover page.
ITEM 5.
Ownership of Five Percent or Less of a Class.
N/A
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Bleichroeder LP (Bleichroeder), an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is deemed
to be the beneficial owner of 1,283,162 shares, or 21.82%, of the
common stock ("Common Stock") believed to be outstanding, as a
result of acting as investment adviser to various clients. 21 April
Fund, Ltd.,a Cayman Islands company for which Bleichroeder acts as
investment adviser, may be deemed to beneficially own 929,522 of
these 1,283,162 shares, which equates to 15.81% of the Common
Stock. Clients of Bleichroeder have the right to receive and the
ultimate power to direct the receipt of dividends from, or the
proceeds of the sale of, such securities.
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
See Exhibit 99.2
ITEM 8.
Identification and Classification of Members of the Group.
N/A
ITEM 9.
Notice of Dissolution of Group
N/A
SCHEDULE
13G
Issuer: Duos
Technologies Group, Inc. CUSIP No.: 266042407
ITEM 10.
Certification
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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 such securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
Section 240.14a-11.
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.
BLEICHROEDER
LP
|
|
|
| Signature: |
/s/ Michael M.
Kellen |
| |
|
| Name/Title: |
Michael M. Kellen,
Chairman And CO-CEO |
| |
|
BLEICHROEDER
HOLDINGS LLC
|
|
|
| Signature: |
/s/ Michael M.
Kellen |
| |
|
| Name/Title: |
Michael M. Kellen,
Chairman And CO-CEO |
Exhibit 99.1
AGREEMENT OF
THE REPORTING PERSONS
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning it contained therein, but
shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that such
person or entity knows or has reason to believe that such
information is inaccurate. This agreement may be executed in any
number of counterparts and all of such counterparts taken together
shall constitute one and the same instrument.
BLEICHROEDER
LP
|
|
|
| Signature: |
/s/ Michael M.
Kellen |
| |
|
| Name/Title: |
Michael M. Kellen,
Chairman And CO-CEO |
| |
|
BLEICHROEDER
HOLDINGS LLC
|
|
|
| Signature: |
/s/ Michael M.
Kellen |
| |
|
| Name/Title: |
Michael M. Kellen,
Chairman And CO-CEO |
Exhibit 99.2
The identity
and the Item 3 classification of the relevant subsidiary is:
Bleichroeder LP, which is an Investment Adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
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