SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAMB PAUL L

(Last)

(First)

(Middle)

42 MT. GREY ROAD

(Street)

EAST SETAUKET

11733

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GYRODYNE CO OF AMERICA INC [ GYRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/30/2015

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Gyrodyne Company of America Common Stock	06/26/2015		P⁽¹⁾		9,963.5	A	$2.75	12,240.5	I	By Lamb & Barnosky Profit Sharing Plan, of which Mr. Lamb is Trustee
Gyrodyne Company of America Common Stock	06/26/2015		P⁽¹⁾		52,171.5	A	$2.75	64,094.5	I	By Paul L. Lamb P.C. Defined Benefit Plan, of which Mr. Lamb is Trustee
Gyrodyne Company of America Common Stock	06/26/2015		P⁽¹⁾		50,625	A	$2.75	66,003	I	By Paul L. Lamb IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 26, 2015, the reporting person purchased a total of 112,760 shares of common stock of Gyrodyne Company of America, Inc. (the "Company") for $2.75 per share in connection with the reporting person's exercise of nontransferable subscription rights to purchase common stock of the Company pursuant to the Company's rights offering.

Remarks:

The Form 4 as originally filed, incorrectly reported the number of shares acquired on 6/26/15 and the total amount of securities beneficially owned following the transaction by Paul L. Lamb IRA as 39,183 and 54,561, respectively. The actual number of shares purchased on 6/26/15 was 50,625 and the total amount of securities beneficially owned following the transaction by Paul L. Lamb IRA is 66,0003. As a result, the total number of shares purchased by the reporting person on 6/26/15 in connection with the reporting person's exercise of nontransferable subscription rights to purchase common stock of the Company pursuant to the Company's rights offering is 112,760 and not 101,318 as was stated in footnote no. 1 in the Form 4 as originally filed. A typographical error in the Form 4 as originally filed reported the total number of shares beneficially owned by the reporting person as trustee of the Lamb & Barnosky Profit Sharing Plan as 12,450.54 instead of the correct amount of 12,240.50. The Form 4, as amended by this Form 4A, correctly reports all of the foregoing information.

	P.L. Lamb	07/08/2015
	** Signature of Reporting Person	Date
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