Bleichroeder LP - Nov 10, 2023 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: Nov 10, 2023
Transactions value $: $2,500,000
Form type: 4
Date filed: 11/14/2023, 06:14 PM
Previous filing: Aug 3, 2023
Next filing: Dec 4, 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 F Convertible Preferred Stock	Sale	-$5M	-5K	-100%	$1,000.00^*	0	Nov 10, 2023	Common Stock	806K	$6.20	See footnote	F1, F2
transaction	DUOT	Series E Convertible Preferred Stock	Purchase	$5M	+5K	+125%	$1,000.00^*	9K	Nov 10, 2023	Common Stock	1.67M	$3.00	See footnote	F1, F2
transaction	DUOT	Series E Convertible Preferred Stock	Purchase	$2.5M	+2.5K	+27.78%	$1,000.00^*	11.5K	Nov 10, 2023	Common Stock	833K	$3.00	See footnote	F2, F3

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

Explanation of Responses:

Id	Content
F1	On 11/10/2023, 21 April Fund, Ltd. and 21 April Fund, LP exchanged, with DUOS Technologies Group, Inc. ("Issuer"), an aggregate of 5,000 shares of Series F Convertible Preferred Stock ("Series F") of the Issuer for 5,000 shares of Series E Preferred Stock ("Series E") of the Issuer per the terms of an agreement between 21 April Fund, Ltd., 21 April Fund, LP and the Issuer. Each share of Series F was convertible into shares of Common Stock at a conversion price of $6.20. Each share of Series E is convertible into shares of Common Stock at a conversion price of $3.00. Per the Articles of Amendment of the Issuer's Articles of Incorporation defining the preferences, rights and limitations of each series of preferred stock ("Articles"), conversion of these shares is subject to a Beneficial Ownership Limitation (defined therein) 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.
F3	On 11/10/2023, 21 April Fund, Ltd., 21 April Fund, LP and 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 2,500 shares of Series E at a per share price of $1,000. Each share of Series E is convertible into shares of Common Stock at a conversion price of $3.00. In accordance with the Articles, conversion of these shares is subject to a Beneficial Ownership Limitation (as defined therein) 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.