Bleichroeder LP - Sep 30, 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: Sep 30, 2022
Transactions value $: $999,000
Form type: 4
Date filed: 10/3/2022, 02:14 PM
Previous filing: Sep 26, 2022
Next filing: Dec 12, 2022

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 D Convertible Preferred Stock	Purchase	$999K	+999		$1,000.00^*	999	Sep 30, 2022	Common Stock	333K	$3.00	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 September 30, 2022, 21 April Fund, Ltd., 21 April Fund, LP, certain other purchasers and DUOS Technologies Group, Inc. (the "Issuer") entered into an agreement (the "Securities Purchase Agreement") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer 999 shares of Series D Convertible Preferred Stock at a per share price of $1,000. Each share of Series D Convertible Preferred Stock is convertible into shares of Common Stock at a conversion price of $3.00. In accordance with the Certificate of Designation, conversion of these shares 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 September 30, 2022, 21 April Fund, Ltd., 21 April Fund, LP, certain other purchasers and DUOS Technologies Group, Inc. (the "Issuer") entered into an agreement (the "Securities Purchase Agreement") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer 999 shares of Series D Convertible Preferred Stock at a per share price of $1,000. Each share of Series D Convertible Preferred Stock is convertible into shares of Common Stock at a conversion price of $3.00. In accordance with the Certificate of Designation, conversion of these shares 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.