Bleichroeder LP - Jan 11, 2022 Form 4 Insider Report for DUOS TECHNOLOGIES GROUP, INC. (DUOT)

Role: 10%+ Owner
Signature: Michael M. Kellen, Chairman and CO-CEO of Bleichroeder LP
Stock symbol: DUOT
Transactions as of: Jan 11, 2022
Transactions value $: $2,500,003
Form type: 4
Date filed: 1/12/2022, 02:04 PM
Previous filing: Jun 24, 2021
Next filing: Feb 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOT	Common Stock	Conversion of derivative security	$2.5M	+455K	+100.21%	$5.50	908K	Jan 11, 2022	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DUOT	Series C Convertible Preferred Stock	Conversion of derivative security	$0	-2.5K	-100%	$0.00^*	0	Jan 11, 2022	Common Stock	455K	$5.50	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 26, 2021, 21 April Fund, Ltd., 21 April Fund, LP and DUOS Technologies Group, Inc. (the "Issuer") entered into an agreement (the "Preferred Stock Agreement") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer 2,500 shares of Series C Convertible Preferred Stock at a per share price of $1,000. Each share of Series C Convertible Preferred Stock is convertible into shares of Common Stock at a conversion price of $5.50. The conversion of the shares of Series C Convertible Preferred Stock is subject to a Beneficial Ownership Limitation (as defined in the agreement) of 19.9% 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.

Content

On February 26, 2021, 21 April Fund, Ltd., 21 April Fund, LP and DUOS Technologies Group, Inc. (the "Issuer") entered into an agreement (the "Preferred Stock Agreement") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer 2,500 shares of Series C Convertible Preferred Stock at a per share price of $1,000. Each share of Series C Convertible Preferred Stock is convertible into shares of Common Stock at a conversion price of $5.50. The conversion of the shares of Series C Convertible Preferred Stock is subject to a Beneficial Ownership Limitation (as defined in the agreement) of 19.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion.

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.