SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DUOS TECHNOLOGIES GROUP, INC. [ DUOT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/21/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 05/21/2021 | G | 45,000 | D | $9.3 | 57,972 | D(2) | |||
| Common Stock(1) | 12/02/2021 | C | 272,727 | A | $5.5 | 344,157 | D(3)(5) | |||
| Common Stock(1) | 12/03/2021 | C | 122,000 | A | $7 | 466,157 | D(3)(6) | |||
| Common Stock(1) | 05/21/2021 | G | 15,000 | A | $9.3 | 90,002 | D(2)(4) | |||
| Common Stock(1) | 12/02/2021 | C | 90,909 | A | $5.5 | 180,911 | D(2)(7) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock(6) | $7 | 12/03/2021 | C | 854 | (6) | (6) | Common Stock | 121,571 | $0 | 851 | D | ||||
| Series C Convertible Preferred Stock(5) | $5.5 | 12/02/2021 | C | 1,500 | (5) | (5) | Common Stock | 272,727 | $0 | 0 | D | ||||
| Series C Convertible Preferred Stock(7) | $5.5 | 12/03/2021 | C | 500 | (7) | (7) | Common Stock | 90,909 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 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. On May 21, 2021, Norman H. Pessin gifted 45,000 shares of Common Stock. Of those shares, 15,000 were gifted to Brian L. Pessin |
| 3. 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. |
| 4. Shares beneficially owned by Brian L. Pessin. Norman H. Pessin and Sandra F. Pessin expressly disclaim beneficial ownership of such shares. |
| 5. Sandra F. Pessin converted 1,500 shares of Series C Preferred Stock into 272,727 shares of Common Stock on December 2, 2021. The Series C Preferred Stock has no stated maturity date. |
| 6. Sandra F. Pessin converted 854 shares of Series B Preferred Stock into 122,000 shares of Common Stock on December 3, 2021. The Series B Preferred Stock has no stated maturity date. |
| 7. Brian L. Pessin converted 500 shares of Series C Preferred Stock into 90,909 shares of Common Stock on December 2, 2021. The Series C Preferred Stock has no stated maturity date. |
| /s/ Norman H. Pessin | 10/06/2022 | |
| /s/ Sandra F. Pessin | 10/06/2022 | |
| /s/ Brian L. Pessin | 10/06/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||