Sec Form 4 Filing - PESSIN NORMAN H @ DUOS TECHNOLOGIES GROUP, INC. - 2021-05-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol DUOS TECHNOLOGIES GROUP, INC. [ DUOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 400 E. 51ST STREET, PH 31 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PESSIN NORMAN H 400 E. 51ST STREET PH 31 NEW YORK, NY10022 X Pessin Brian L. 65 E. 76TH STREET APARTMENT 3DE NEW YORK, NY10021 X PESSIN SANDRA F 400 E. 51ST STREET PH 31 NEW YORK, NY10022 X Signatures /s/ Norman H. Pessin 10/06/2022 Signature of Reporting Person Date /s/ Sandra F. Pessin 10/06/2022 Signature of Reporting Person Date /s/ Brian L. Pessin 10/06/2022 Signature of Reporting Person Date

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.

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).

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