Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Duos Technologies Group, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
266042209
(CUSIP Number)
February 26, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☑ Rule 13d-1 (b)
☐ Rule 13d-1 (c)
☐ Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
Issuer: Duos Technologies Group, Inc.: 266042209
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS |
Bleichroeder LP
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER - 765,293
6 SHARED VOTING POWER - 0
7 SOLE DISPOSITIVE POWER - 765,293
8 SHARED DISPOSITIVE POWER - 0
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
765,293
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
19.9%
| 12 | TYPE OF REPORTING PERSON |
IA
SCHEDULE 13G
Issuer: Duos Technologies Group, Inc. CUSIP No.: 266042209
ITEM 1
| (a) | Name of Issuer: Duos Technologies Group, Inc. |
| (b) | Address of Issuer's Principal Executive Offices: |
6622 Southpoint Drive S, Suite 310
Jacksonville, FL 32216
ITEM 2
| (a) | Name of Person Filing: Bleichroeder LP |
| (b) | Address of Principal Business Office: |
1345 Avenue of the Americas, 47th Floor
New York, NY 10105
(c) Citizenship:
Delaware, USA
| (d) | Title of Class of Securities: |
Common Shares
| (e) | CUSIP No.: 266042209 |
ITEM 3
If this statement is filed pursuant to Sections 240. 13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78C); |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act if 1940 (15 U.S.C. 80a-8); |
| (e) | ☑ | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an insurance company under Section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | Group, in accordance with section 240.13d-1 (b)(1)(ii)(J). |
SCHEDULE 13G
Issuer: Duos Technologies Group, Inc. CUSIP No.: 266042209
ITEM 4. Ownership.
See cover page.
ITEM 5. Ownership of Five Percent or Less of a Class.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Bleichroeder LP ("Bleichroeder"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 765,293 shares, or 19.9%, of the common stock ("Common Stock") believed to be outstanding. The 765,293 shares include 453,616 shares of Common Stock and 311,677 shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock (the "Preferred Stock"). Pursuant to their terms, the exercise of the Preferred Stock is subject to a Beneficial Ownership Limitation of 19.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise. If there was no 19.9% limit on the exercise of the Preferred Stock, Bleichroeder would be deemed to be the beneficial owner of 908,162 shares of Common Stock, representing 22.8% of the outstanding shares of Common Stock. 21 April Fund Ltd., a Cayman Islands company for which Bleichroeder acts as investment adviser, holds 344,970 common shares and 325,455 preferred shares, which equates to 17.4% of the Common Stock. 21 April Fund, LP, a Delaware limited partnership for which Bleichroeder acts as investment adviser, holds 108,646 common shares and 129,091 preferred shares, which equates to 6.5% of the Common Stock. Clients of Bleichroeder have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
N/A
ITEM 8. Identification and Classification of Members of the Group.
N/A
ITEM 9. Notice of Dissolution of Group
N/A
SCHEDULE 13G
Issuer: Duos Technologies Group, Inc. CUSIP No.: 266042209
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | March 2, 2021 |
| Signature: | /s/ Michael M. Kellen |
| Name/Title: | Michael M. Kellen, Chairman And CO-CEO |