SEC Form SC 13D/A filed by Duos Technologies Group, Inc. (Amendment)
1
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NAMES OF REPORTING PERSONS
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Norman H. Pessin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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102,972
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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102,972
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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102,972
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.86% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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1
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NAMES OF REPORTING PERSONS
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Sandra F. Pessin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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466,157
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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466,157
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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466,1571
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.68%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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1
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NAMES OF REPORTING PERSONS
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Brian L. Pessin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
|
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(b)
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☐
|
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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165,911
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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165,911
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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165,911
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.50%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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Name and Address:
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1)
2)
3)
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Norman H. Pessin
400 E. 51st Street, PH 31
New York, NY 10022
Sandra F. Pessin
400 E. 51st Street, PH 31
New York, NY 10022
Brian L. Pessin
310 E. 75th Street
Apartment 2A
New York, NY 10021
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Item 4.
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Purpose of Transaction
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This Amendment No. 3 is being filed in connection with (i) the increase of the beneficial ownership limitation upon conversion of the Series B Preferred Stock owned by Sandra F. Pessin from 4.99% to 9.99% and (ii) the increase of the beneficial ownership limitation upon conversion of the Series C Preferred Stock owned by Sandra F. Pessin and Brian L. Pessin from 4.99% to 19.99% (collectively, the “Beneficial Ownership Increases”). The Beneficial Ownership Increases became effective on October 1, 2021 upon agreement with the Issuer. The ownership percentages in this Amendment No. 3 assume (i) conversion of approximately 854 shares of Series B Preferred Stock owned by Sandra F. Pessin into 122,000 shares of Common Stock and (ii) conversion of all of the Series C Preferred Stock owned by Sandra F. Pessin and Brian L. Pessin as that would result in the highest beneficial ownership of Common Stock under the new increased limitations to which the Series B Preferred Stock and the Series C Preferred Stock are now subject. Sandra F. Pessin would then not be able to convert her remaining shares of Series B Preferred Stock (which would otherwise be convertible into an additional 121,572 shares of Common Stock) due to the 9.99% ownership limitation applicable to it.
Item 5.
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Interest in Securities of the Issuer
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/s/ Norman H. Pessin
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Norman H. Pessin
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/s/ Sandra F. Pessin | ||
Sandra F. Pessin | ||
/s/ Brian L. Pessin | ||
Brian L. Pessin | ||
October 5, 2021 |