Filing Details

Accession Number:
0001915673-22-000010
Form Type:
13D Filing
Publication Date:
2022-08-29 20:00:00
Filed By:
Star Equity Fund, Lp
Company:
Gyrodyne Llc (NASDAQ:GYRO)
Filing Date:
2022-08-30
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STAR EQUITY FUND 74,734 74,734 74,734 5.04%
STAR EQUITY FUND GP 74,734 74,734 74,734 5.04%
STAR INVESTMENT MANAGEMENT 74,734 74,734 74,734 5.04%
STAR EQUITY HOLDINGS, INC 74,734 74,734 74,734 5.04%
JEFFREY E. EBERWEIN 74,734 74,734 74,734 5.04%
STAR VALUE 74,734 74,734 74,734 5.04%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)1

Gyrodyne, LLC
(Name of Issuer)

Common Stock, par value $1.00 per share
(Title of Class of Securities)

403829104
(CUSIP Number)


STAR EQUITY FUND, LP
53 Forest Avenue, Suite 101
Old Greenwich, Connecticut 06870
(203) 489-9504
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 30, 2022
(Date of Event Which Requires Filing of This Statement)

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

    Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
1    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 disclosures provided in a prior cover page.

    The information required on 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, as amended (“Exchange 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).

CUSIP No. 403829104

1
NAME OF REPORTING PERSONS

STAR EQUITY FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

74,734
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

74,734
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,734
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.04%
14
TYPE OF REPORTING PERSON

PN


2
CUSIP No. 403829104

1
NAME OF REPORTING PERSONS

STAR EQUITY FUND GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

74,734
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

74,734
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,734
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.04%
14
TYPE OF REPORTING PERSON

OO


3
CUSIP No. 403829104

1
NAME OF REPORTING PERSONS

STAR INVESTMENT MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

74,734
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

74,734
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,734
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.04%
14
TYPE OF REPORTING PERSON

OO


4
CUSIP No. 403829104

1
NAME OF REPORTING PERSONS

STAR EQUITY HOLDINGS, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

74,734
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

74,734
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,734
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.04%
14
TYPE OF REPORTING PERSON

CO


5
CUSIP No. 403829104

1
NAME OF REPORTING PERSONS

JEFFREY E. EBERWEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

74,734
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

74,734
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,734
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.04%
14
TYPE OF REPORTING PERSON

IN


6
CUSIP No. 403829104

1
NAME OF REPORTING PERSONS

STAR VALUE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒
(b) ☐
3SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7
SOLE VOTING POWER

74,734
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

74,734
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

74,734
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.04%
14
TYPE OF REPORTING PERSON

OO

The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed by the undersigned on August 1, 2022 (the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4.     Purpose of Transaction.

Item 4 is hereby amended and restated to read as follows:
On August 30, 2022, Star Equity Fund (together with the other Reporting Persons, the “Shareholder Group”) issued a press release (the “Aug 30 Press Release”) emphasizing the results of the Issuer’s 2022 annual meeting of shareholders (“Annual Meeting”), wherein 56% of votes cast voted WITHHOLD on the re-election of Paul Lamb and Richard Smith to the Issuer’s Board of Directors ("Board") in line with both Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), two proxy advisory services firms, recommendations. The Aug 30 Press Release also took note that 57% of votes cast voted against the approval of the Issuer's executive compensation in a non-binding advisory vote. As more fully explained in the Aug 30 Press Release, which is attached hereto
7
CUSIP No. 403829104
as Exhibit 99.5 and is incorporated herein by reference, the Shareholder Group believes the results of the Annual Meeting indicate significant Issuer shareholder frustration.

The Reporting Persons have engaged, and may continue to engage, in general discussions with the Issuer's Board and management team, including with respect to the composition of the Board, the Issuer’s corporate governance and evaluating all options to maximize shareholder value, including potential business combinations or strategic alternatives involving the Issuer or certain of the Issuer’s businesses or assets.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including Board composition) or operations of the Issuer, or potential business combinations or strategic alternatives involving the Issuer or certain of the Issuer’s businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in (including with other third parties), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

8
CUSIP No. 403829104

SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2022
Star Equity Fund, LP
By:
Star Equity Fund GP, LLC
General Partner
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager
Star Equity Holdings, Inc.
By:/s/ Richard K Coleman Jr.
Name:Richard K. Coleman, Jr.
Title:Chief Executive Officer

Star Equity Fund GP, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Investment Management, LLC
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Manager

Star Value, LLC
By:Star Equity Holdings, Inc.
By:/s/ Jeffrey E. Eberwein
Name:Jeffrey E. Eberwein
Title:Executive Chairman

/s/ Jeffrey E. Eberwein
Jeffrey E. Eberwein
9