Filing Details

Accession Number:
0001341004-23-000065
Form Type:
13G Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Mfp Investors Llc
Company:
Gyrodyne Llc (NASDAQ:GYRO)
Filing Date:
2023-02-14
SEC Url:
13G 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
MFP Partners 54,990 54,990 54,990 3.7%
MFP Investors 54,990 54,990 54,990 3.7%
Jennifer Cook Price 54,990 54,990 54,990 3.7%
Filing

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).


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.

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.

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.


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 outstandingAs 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.
   
   

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

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)



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