0001341004-23-000065.txt : 20230214 0001341004-23-000065.hdr.sgml : 20230214 20230214113321 ACCESSION NUMBER: 0001341004-23-000065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gyrodyne, LLC CENTRAL INDEX KEY: 0001589061 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 463838291 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88991 FILM NUMBER: 23624829 BUSINESS ADDRESS: STREET 1: 1 FLOWERFIELD, SUITE 24 CITY: ST. JAMES STATE: NY ZIP: 11780 BUSINESS PHONE: 631-584-5400 MAIL ADDRESS: STREET 1: 1 FLOWERFIELD, SUITE 24 CITY: ST. JAMES STATE: NY ZIP: 11780 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MFP INVESTORS LLC CENTRAL INDEX KEY: 0001105685 IRS NUMBER: 223608480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 752-7280 MAIL ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sc13ga3.htm SCHEDULE 13G, AMENDMENT NO. 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


Under the Securities Exchange Act of 1934

(Amendment No.  3)*

Gyrodyne, LLC
(Name of Issuer)
 
Common shares
(Title of Class of Securities)
 
403829104
(CUSIP Number)
 
February 14, 2023
(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-l(b)

☒ Rule 13d-l(c)

☐ Rule 13d-l(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).




Page 1 of 7 pages



CUSIP No. 403829104

   
1.
Names of Reporting Persons
   
 
MFP Partners, L.P.(1)
 
c/o MFP Investors LLC
 
909 Third Avenue, 33rd Floor
 
New York, NY 10022
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
☐  (a)
 
☐  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       54,990
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       54,990
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       54,990
   
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ☐
   
   
11.
Percent of Class Represented by Amount in Row (9)       3.7%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
PN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.

(2) Calculation based on 1,482,680 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.


Page 2 of 7 pages



CUSIP No. 403829104

   
1.
Names of Reporting Persons
   
 
MFP Investors LLC(1)
 
909 Third Avenue, 33rd Floor
 
New York, NY 10022
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
☐  (a)
 
☐  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       54,990
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       54,990
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       54,990
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ☐
   
   
11.
Percent of Class Represented by Amount in Row (9)       3.7%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
OO
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.

(2) Calculation based on 1,482,680 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.


Page 3 of 7 pages



CUSIP No. 403829104

   
1.
Names of Reporting Persons
   
 
Jennifer Cook Price(1)
 
c/o MFP Investors LLC
 
909 Third Avenue, 33rd Floor
 
New York, NY 10022
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
☐  (a)
 
☐  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       United States of America
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       54,990
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       54,990
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       54,990
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ☐
   
   
11.
Percent of Class Represented by Amount in Row (9)       3.7%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
IN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.

(2) Calculation based on 1,482,680 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q.  Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.



Page 4 of 7 pages



CUSIP No. 403829104

Item 1.
 
 
(a)
Name of Issuer
     
   
Gyrodyne, LLC
     
 
(b)
Address of Issuer's Principal Executive Offices
     
   
1 Flowerfield, Suite 24
   
St. James, NY 11780
   
USA
     
Item 2.
    
     
 
(a)
Name of Person Filing
     
   
MFP Partners, L.P.
   
MFP Investors LLC
   
Jennifer Cook Price
     
 
(b)
Address of Principal Business Office or, if none, Residence
     
   
909 Third Avenue, 33rd Floor
   
New York, NY 10022
     
 
(c) 
Citizenship
     
   
MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware.  Jennifer Cook Price is a citizen of the United States of America.
     
 
(d)
Title of Class of Securities
     
   
Common shares
     
 
(e)
CUSIP Number
     
   
403829104
     
Item 3.
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
 
Not applicable.
   
Item 4. 
Ownership.
   
 
MFP Partners, L.P. directly owns 54,990 Common shares, representing 3.7% of the total number of common shares outstanding.  As the investment advisor to MFP Partners, L.P., MFP Investors LLC is deemed to have shared power to vote 54,990 common shares, representing 3.7% of the total number of common shares outstanding.  As Managing Member and controlling person of MFP Investors LLC, Jennifer Cook Price is deemed to have shared power to vote 54,990 common shares, representing 3.7% of the total number of common shares outstanding.
   
 
The ownership percentages set forth above are based on 1,482,680 common shares of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q filed by the issuer with the Securities and Exchange Commission.
   
   


Page 5 of 7 pages



CUSIP No. 403829104

Item 5.
Ownership of Five Percent or Less of a Class
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
MFP Investors LLC manages investments for MFP Partners, L.P. which no longer owns more than 5% of the common shares.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group
   
 
Not applicable.
   
Item 10. 
Certification
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 the 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 §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 as of February 14, 2022.

 
MFP Partners, L.P.
   
 
/s/ Timothy E. Ladin
 
Signature
     
 
Name:
Timothy E. Ladin
 
Title:
General Counsel, Vice President
     
     
 
MFP Investors LLC
   
 
/s/ Timothy E. Ladin
 
Signature
   
 
Name:  
Timothy E. Ladin
 
Title:
General Counsel, Vice President
     
     
 
Jennifer Cook Price
   
 
/s/ Jennifer Cook Price
 
Signature
 
Name:
Jennifer Cook Price


Page 6 of 7 pages



CUSIP No. 403829104

EXHIBITS

Exhibit
    
Number
  
Title
     
1
  
Joint Filing Agreement dated January 27, 2017 among the Reporting Persons (filed previously)
     
2
  
Joint Filing Agreement dated February 14, 2023 among the Reporting Persons (filed herewith)



Page 7 of 7 pages
 EX-99 2 ex2.htm EXHIBIT 2 - JOINT FILING AGREEMENT

Exhibit 2

CUSIP No. 403829104

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the stock of the issuer, and that this Joint Filing Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2023.

 
MFP Partners, L.P.
   
 
/s/ Timothy E. Ladin
 
Signature
     
 
Name:
Timothy E. Ladin
 
Title:
General Counsel, Vice President
     
     
 
MFP Investors LLC
   
 
/s/ Timothy E. Ladin
 
Signature
   
 
Name:  
Timothy E. Ladin
 
Title:
General Counsel, Vice President
     
     
 
Jennifer Cook Price
   
 
/s/ Jennifer Cook Price
 
Signature
 
Name:
Jennifer Cook Price