| Item 1. | |
| (a) | Name of issuer:
Duos Technologies Group, Inc. |
| (b) | Address of issuer's principal executive offices:
7660 Centurion Parkway, Suite 100, Jacksonville, FL 32256 |
| Item 2. | |
| (a) | Name of person filing:
Bleichroeder Holdings LLC
Bleichroeder LP
Andrew Gundlach |
| (b) | Address or principal business office or, if none, residence:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105 |
| (c) | Citizenship:
Bleichroeder Holdings LLC and Bleichroeder LP: Delaware, USA
Andrew Gundlach: United States |
| (d) | Title of class of securities:
Common Shares |
| (e) | CUSIP No.:
266042407 |
| Item 3. | If this statement is filed pursuant to §§ 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See cover page. |
| (b) | Percent of class:
See cover page. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See cover page.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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 1,504,934 shares, or 19.99%, of the common stock ("Common Stock") believed to be outstanding. The 1,504,934 shares include 1,283,162 shares of Common Stock, and 221,772 shares of Series D Non-Voting Convertible Preferred Stock and Series E Non-Voting Convertible Preferred Stock (the "Preferred Stock"). In accordance with the Preferred Stock Agreement, exercise of the Preferred Stock is subject to a Beneficial Ownership Limitation (as defined in the agreement) of 19.99% 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 19.99% limit on the exercise of Preferred Stock, Bleichroeder would be deemed to be the beneficial owner of 5,494,140 shares of Common Stock, representing 47.70% of the outstanding shares of 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. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99.2 |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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