Document

SC 13D/A 1 gyro13da6212023.htm SC 13D/A Document

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. 4)1

Gyrodyne, LLC

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

403829104

(CUSIP Number)

JEFFREY E. EBERWEIN

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)

June 15, 2023

(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) ☐
3	SEC 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 WITH	7	SOLE VOTING POWER 99,360
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 99,360
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.70%
14	TYPE OF REPORTING PERSON PN

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) ☐
3	SEC 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 WITH	7	SOLE VOTING POWER 99,360
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 99,360
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.70%
14	TYPE OF REPORTING PERSON OO

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) ☐
3	SEC 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 WITH	7	SOLE VOTING POWER 99,360
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 99,360
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.70%
14	TYPE OF REPORTING PERSON OO

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) ☐
3	SEC 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 WITH	7	SOLE VOTING POWER 99,360
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 99,360
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.70%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 403829104


1	NAME OF REPORTING PERSONS JEFFREY E. EBERWEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐
3	SEC 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 WITH	7	SOLE VOTING POWER 99,360
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 99,360
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.70%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 403829104


1	NAME OF REPORTING PERSONS STAR VALUE, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐
3	SEC 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 WITH	7	SOLE VOTING POWER 99,360
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 99,360
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,360
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.70%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 403829104


1	NAME OF REPORTING PERSONS HANNAH M. BIBLE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 403829104


1	NAME OF REPORTING PERSONS MATTHEW R. SULLIVAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
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 WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

The following constitutes Amendment No. 4 ("Amendment No. 4) to the Schedule 13D filed by the undersigned on August 1, 2022 (as previously amended, the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by Star Equity Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 99,360 Shares beneficially owned by Star Equity Fund is approximately $1,180,191, excluding brokerage commissions, of which 200 shares are held directly by Star Equity Fund.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

CUSIP No. 403829104

On June 21, 2023, Star Equity Fund issued a press release expressing its belief that the Issuer's Board is utilizing entrenchment tactics to stonewall Star Equity Fund's director nominations of Hannah M. Bible and Matthew R. Sullivan for election to the Board at the Issuer's 2023 annual meeting of shareholders. As disclosed in Amendment No. 3 filed with the Securities and Exchange Commission on April 27, 2023, Star Equity Fund delivered a nomination letter (the "Letter") to the Issuer dated April 25, 2023 to which Gyrodyne has twice replied with deficiency notices alleging the Letter and accompanying questionnaires were incomplete and excluded certain information. Certain of these alleged deficiencies rely on categorically false assumptions or the manipulations of facts, and the remainder of these alleged deficiencies are trivial in nature.

Star Equity Fund stated its belief that the Issuer is spending shareholder money on unnecessary investigations to discredit its highly qualified nominees. Star Equity Fund further noted the entrenchment mechanisms used by the Board to impede and complicate the director nomination process such as the Issuer's minimum ownership and holding period thresholds, extensive and invasive nominee questionnaires, and its classified Board structure. Star Equity Fund concluded its press release by reiterating its belief that a change in board composition is vital to improving the Issuer's corporate governance practices, changing its onerous compensation plans, and, ultimately, unlocking shareholder value.

The foregoing description of the press release is qualified in its entirety by reference to the full text of the press release, which is attached hereto as Exhibit 99.9 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of the Shares reported owned by each person named herein is based upon 1,482,680 Shares outstanding as of May 12, 2023, which is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 12, 2023.

A. Star Equity Holdings

(a) Star Equity Holdings, as the parent of Star Value, sole member of Star Management, and limited partner of Star Equity Fund may be deemed the beneficial owner of the 99,360 Shares beneficially owned by Star Equity Fund.

Percentage: Approximately 6.70%

(b) 1. Sole power to vote or direct vote: 99,360
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 99,360
4. Shared power to dispose or direct the disposition: 0

(c) Star Equity Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Star Equity Fund since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

B. Star Equity Fund

(a) As of the close of business on June 21, 2023, Star Equity Fund beneficially owned 99,360 Shares.

Percentage: Approximately 6.70%

CUSIP No. 403829104

(c) The transactions in the Shares by Star Equity Fund since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

C. Star Equity GP

(a) Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the 99,360 Shares owned by Star Equity Fund.

Percentage: Approximately 6.70%

(c) Star Equity GP has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Star Equity Fund since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

D. Star Investment Management

(a) Star Investment Management, as the investment manager of Star Equity Fund, may be deemed the beneficial owner of the 99,360 Shares owned by Star Equity Fund.

Percentage: Approximately 6.70%

(b) 1. Sole power to vote or direct vote: 99,360
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 99,360

4. Shared power to dispose or direct the disposition: 0

(c) Star Investment Management has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Star Equity Fund since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

E. Mr. Eberwein

(a) Mr. Eberwein, as the manager of Star Equity GP and Star Equity Management, may be deemed the beneficial owner of the 99,360 Shares owned by Star Equity Fund.

Percentage: Approximately 6.70%

(b) 1. Sole power to vote or direct vote: 99,360

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 99,360
4. Shared power to dispose or direct the disposition: 0

(c) Mr. Eberwein has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Star Equity Fund since the

CUSIP No. 403829104

filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

F. Star Value

(a) Star Value, as the sole member of Star Equity GP and wholly owned subsidiary of Star Equity Holdings may be deemed the beneficial owner of the Shares of common stock owned by Star Equity Fund.

Percentage: Approximately 6.70%

(c) Star Value has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of Star Equity Fund since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

G. Ms. Bible

(a) As of the close of business on June 21, 2023, Ms. Bible beneficially owned 0 Shares.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

H. Mr. Sullivan

(a) As of the close of business on June 21, 2023, Mr. Sullivan beneficially owned 0 Shares.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

Each Reporting Person, may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the Shares beneficially owned in aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he, she, or it does not directly own.

CUSIP No. 403829104


Item 7.			Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:


99.9						Press Release, dated June 21, 2023

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: June 21, 2023


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
			Individually and as attorney-in-fact for Hannah M. Bible and Matthew R. Sullivan

CUSIP No. 403829104

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D


Shares of Common Stock Purchased/(Sold)			Price Per Share ($)1			Date of Purchase / Sale

STAR EQUITY FUND, LP


19,626	$9.51	6/15/2023

1 The prices reported in this column are weighted average prices. Star Equity Fund, LP undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased (or sold) at each separate price such shares were purchased.

SEC Form SC 13D/A filed by Gyrodyne LLC (Amendment)