SC 13G/A 1 sc13ga3.htm SCHEDULE 13G, AMENDMENT NO. 3

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).

Page 1 of 7 pages

CUSIP No. 403829104


1.	Names of Reporting Persons

	MFP Partners, L.P.⁽¹⁾
	c/o MFP Investors LLC
	909 Third Avenue, 33^rd 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.

Page 2 of 7 pages

CUSIP No. 403829104


1.	Names of Reporting Persons

	MFP Investors LLC⁽¹⁾
	909 Third Avenue, 33^rd 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.

Page 3 of 7 pages

CUSIP No. 403829104


1.	Names of Reporting Persons

	Jennifer Cook Price⁽¹⁾
	c/o MFP Investors LLC
	909 Third Avenue, 33^rd 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.

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
		Jennifer Cook Price

	(b)	Address of Principal Business Office or, if none, Residence

		909 Third Avenue, 33^rd 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 outstanding. As 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.

Page 5 of 7 pages

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

Page 6 of 7 pages

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)

Page 7 of 7 pages

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