Gyrodyne, LLC — Major Shareholding Notification 2017

Jan 27, 2017

SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm Licensed to: Skadden Arps Document Created using EDGARizer 2020 5.5.3.0 Copyright 1995 - 2015 Summit Financial Printing. All rights reserved.

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, 25 th 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, 25 th 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, 25 th 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, 25 th 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