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* Goldfarb Adrian Graham (Last) (First) (Middle) 7660 CENTURION PARKWAY SUITE 100 (Street) JACKSONVILLE FL 32256 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2024	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 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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, $0.001 par value	10,079	D

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
Options to Purchase Shares of Common Stock	04/01/2020	04/01/2025	Common Stock, $0.001 par value	18,929	$6	D
Options to Purchase Shares of Common Stock	(1)	04/01/2025	Common Stock, $0.001 par value	18,929	$4.74	D
Options to Purchase Shares of Common Stock	(2)	01/01/2027	Common Stock, $0.001 par value	75,000	$6.41	D
Options to Purchase Shares of Common Stock	(3)	04/01/2028	Common Stock, $0.001 par value	28,417	$4.22	D

Explanation of Responses:

1. These options were granted on April 1, 2020. Options to purchase 9,465 shares of Common Stock vested and became exercisable on January 1, 2021, and options to purchase 9,464 shares of Common Stock vested and became exercisable on January 1, 2022.

2. These options were granted on January 1, 2022. As of the date hereof, options to purchase 50,002 shares of Common Stock have vested and are exercisable. The remaining options will vest and become exercisable on January 1, 2025.

3. These options were granted on April 1, 2023. As of the date hereof, options to purchase 9,473 shares have vested and are exercisable. One-half of the remaining options will vest and become exercisable on April 1, 2025, and the other half will vest and become exercisable on April 1, 2026.

Remarks:

Mr. Goldfarb previously served as Chief Financial Officer of the Issuer through November 15, 2022. He was re-appointed as Chief Financial Officer effective April 29, 2024.

	/s/ Adrian G. Goldfarb	05/01/2024
	** Signature of Reporting Person	Date
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