Bleichroeder LP - Mar 27, 2023 Form 4/A - Amendment 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: Mar 27, 2023
Transactions value $: $4,000,000
Form type: 4/A - Amendment
Date filed: 3/29/2023, 10:16 AM
Date Of Original Report: Mar 29, 2023
Previous filing: Mar 27, 2023
Next filing: Apr 25, 2023

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 E Convertible Preferred Stock	Purchase	$4M	+4K		$1,000.00^*	4K	Mar 27, 2023	Common Stock	1.33M	$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 March 23, 2023, 21 April Fund, Ltd., 21 April Fund, LP, and DUOS Technologies Group, Inc. (the "Issuer") entered into an agreement (the "Securities Purchase Agreement") under which21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer 4000 shares of Series E Convertible Preferred Stock at a per share price of $1,000. Each share of Series E 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 19.99% 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 March 23, 2023, 21 April Fund, Ltd., 21 April Fund, LP, and DUOS Technologies Group, Inc. (the "Issuer") entered into an agreement (the "Securities Purchase Agreement") under which21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer 4000 shares of Series E Convertible Preferred Stock at a per share price of $1,000. Each share of Series E 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 19.99% 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.