0001341004-17-000032.txt : 20170127 0001341004-17-000032.hdr.sgml : 20170127 20170127133612 ACCESSION NUMBER: 0001341004-17-000032 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170127 DATE AS OF CHANGE: 20170127 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-88991 FILM NUMBER: 17552974 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 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212 752-7280 MAIL ADDRESS: STREET 1: 667 MADISON AVE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm

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


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No.  )*

Gyrodyne, LLC
(Name of Issuer)
 
Common shares
(Title of Class of Securities)
 
403829104
(CUSIP Number)
 
October 19, 2016
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
o
  
Rule 13d-l(b)
       
 
x
  
Rule 13d-l(c)
       
 
o
  
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
 
667 Madison Avenue, 25th Floor
 
New York, NY 10065
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a)
 
o  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       81,000
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       81,000
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       81,000
   
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       5.5%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
PN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and the managing member and controlling person 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)
 
667 Madison Avenue, 25th Floor
 
New York, NY 10065
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a)
 
o  (b)
   
   
3.
SEC Use Only
   
   
4.
Citizenship or Place of Organization       Delaware
   
   
 
5.
Sole Voting Power
     
Number of
    
Shares
6.
Shared Voting Power       81,000
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       81,000
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       81,000
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       5.5%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
OO
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person 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
   
 
Michael F. Price(1)
 
c/o MFP Investors LLC
 
667 Madison Avenue, 25th Floor
 
New York, NY 10065
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a)
 
o  (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       81,000
Beneficially
    
Owned by Each
    
Reporting Person
7.
Sole Dispositive Power
With:
    
     
 
8.
Shared Dispositive Power       81,000
   
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person       81,000
 
   
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
   
11.
Percent of Class Represented by Amount in Row (9)       5.5%(2)
   
   
12.
Type of Reporting Person (See Instructions)
 
IN
   

(1) MFP Investors LLC is the general partner of MFP Partners, L.P.  Michael F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person 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
   
Michael F. Price
     
 
(b)
Address of Principal Business Office or, if none, Residence
     
   
667 Madison Avenue, 25th Floor
   
New York, NY 10065
     
 
(c)
Citizenship
     
   
MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware.  Michael F. 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 81,000 Common shares, representing 5.5% 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 81,000 common shares, representing 5.5% of the total number of common shares outstanding.  As Managing Member and controlling person of MFP Investors LLC, Michael F. Price is deemed to have shared power to vote 81,000 common shares, representing 5.5% 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 for the fiscal quarter ended September 30, 2016.


 
Page 5 of 7 pages
 


CUSIP No. 403829104

Item 5.
Ownership of Five Percent or Less of a Class
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
MFP Investors LLC manages investments for MFP Partners, L.P. which beneficially 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 January 27, 2017.

 
MFP Partners, L.P.
   
 
/s/ Michael F. Price
 
Signature
     
 
Name:
Michael F. Price
 
Title:
Managing Partner
     
     
 
MFP Investors LLC
   
 
/s/ Michael F. Price
 
Signature
   
 
Name:
Michael F. Price
 
Title:
Managing Member
     
     
 
MICHAEL F. PRICE
   
 
/s/ Michael F. Price
 
Signature
 
Name:
Michael F. Price

 
Page 6 of 7 pages
 

 
EXHIBITS

Exhibit Number
 
  
Title
 
     
1
  
Joint Filing Agreement dated January 27, 2017 among the Reporting Persons (filed herewith)
 
 
 
 
 
Page 7 of 7 pages
 
 
 


 
 EX-99.1 2 ex-1.htm EXHIBIT 1 - JOINT FILING AGREEMENT ex-1.htm
 
 
Exhibit 1
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 January 27, 2017.

 
MFP Partners, L.P.
   
 
/s/ Michael F. Price
 
Signature
     
 
Name:
Michael F. Price
 
Title:
Managing Partner
     
     
 
MFP Investors LLC
   
 
/s/ Michael F. Price
 
Signature
   
 
Name:
Michael F. Price
 
Title:
Managing Member
     
     
 
MICHAEL F. PRICE
   
 
/s/ Michael F. Price
 
Signature
 
Name:
Michael F. Price