Brian L. Pessin Form 3/A DUOS TECHNOLOGIES / NORMAN H PESSIN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PESSIN NORMAN H

(Last) (First) (Middle)

400 E. 51ST STREET

PH 31

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2019

3. Issuer Name and Ticker or Trading Symbol
DUOS TECHNOLOGIES GROUP, INC. [ DUOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2019

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	625,402	D
Common Stock(1)	1,000,000(2)	D(2)
Common Stock(1)	1,050,000(3)	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock(6)	(4)	(4)	Common Stock, par value $0.001 per share	3,410,000(5)	(5)	D(2)

1. Name and Address of Reporting Person^*

PESSIN NORMAN H

(Last) (First) (Middle)

400 E. 51ST STREET

PH 31

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pessin Brian L.

(Last) (First) (Middle)

310 E. 75TH STREET

APARTMENT 2A

(Street)

NEW YORK NY 10021

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PESSIN SANDRA F

(Last) (First) (Middle)

400 E. 51ST STREET

PH 31

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Norman H. Pessin, Brian L. Pessin and Sandra F. Pessin (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group, that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his or her pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.

2. Shares beneficially owned by Sandra F. Pessin, Norman H. Pessin's spouse. Norman H. Pessin expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Shares beneficially owned by Brian L. Pessin. Norman H. Pessin and Sandra F. Pessin expressly disclaim beneficial ownership of such shares.

4. The Series B Convertible Preferred Stock ("Preferred Stock") is not currently exercisable due to a 4.99% beneficial ownership limitation with respect to Common Stock owned by Sandra F. Pessin, affiliates of Sandra F. Pessin or members of a Group with Sandra F. Pessin. Such 4.99% beneficial ownership limitation can be increased to 9.99%. The Preferred Stock has no stated maturity date.

5. Sandra F. Pessin owns 1,705 shares of Preferred Stock initially convertible into 3,410,000 shares of Common Stock.

6. This Form 3 amendment is being filed to add Sandra F. Pessin to the original Form 3 filed on April 1, 2019 and speaks as of that date. This amendment also revises the number of shares of Preferred Stock owned by Sandra F. Pessin stated in footnote 5. The share numbers in this Form 3 amendment do not reflect the 1-for-14 reverse split of the Issuer's Common Stock that was effected in January 2020.

	/s/ Norman H. Pessin	09/02/2021
	/s/ Brian L. Pessin	09/02/2021
	/s/ Sandra F. Pessin	09/02/2021
	** Signature of Reporting Person	Date
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