| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $1.00 per share |
| (b) | Name of Issuer:
Gyrodyne, LLC |
| (c) | Address of Issuer's Principal Executive Offices:
1 Flowerfield, Suite 24, St. James,
NEW YORK
, 11780. |
| Item 2. | Identity and Background |
|
| (a) | Item 2 is hereby amended and restated to read as follows:
This statement is filed by:
(i) Star Operating Companies, Inc., a Delaware corporation ("Star Operating Companies") formerly known as Star Equity Holdings;
(ii) Star Equity Fund, LP, a Delaware limited partnership ("Star Equity Fund");
(iii) Star Equity Fund GP, LLC, a Delaware limited liability company ("Star Equity GP"), which serves as the general partner of Star Equity Fund;
(iv) Star Investment Management, LLC, a Connecticut limited liability company ("Star Investment Management"), which serves as the investment manager of Star Equity Fund;
(v) Jeffrey E. Eberwein, who serves as the manager of Star Equity GP and Star Investment Management; and
(vi) Star Value, LLC., a Delaware limited liability company ("Star Value").
(vii) Hannah M. Bible, as a nominee for election to the board of directors of the Issuer (the "Board");
(viii) Matthew R. Sullivan, as a nominee for election to the Board; and
(ix) Hudson Global, Inc., a Delaware corporation ("Hudson Global").
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | The address of the principal office of each of Star Equity Fund, Star Equity GP, Star Investment Management, Star Operating Companies, Hudson Global, Star Value, Ms. Bible and Mr. Eberwein is 53 Forest Avenue, Suite 101 and 102, Old Greenwich, Connecticut 06870. The principal business address of Mr. Sullivan is 300 Park Street, South Paris, Maine 04281. |
| (c) | The principal business of Star Equity Fund is investing in securities. The principal business of Star Equity GP is serving as the general partner of Star Equity Fund. The principal business of Star Investment Management is serving as the investment manager of Star Equity. The principal business of Star Value is serving as sole member of Star Equity GP. The principal business of Star Operating Companies is serving as the sole owner of various divisions of Hudson Global. The principal business of Hudson Global is serving as a diversified holding company to various operating companies. The principal occupation of Mr. Eberwein is serving as the CEO of Hudson Global. He also serves as manager of Star Equity GP and Star Investment Management. The principal occupation of Ms. Bible is serving as the Chief Legal Officer of Star Operating Companies. The principal occupation of Mr. Sullivan is serving as VP of Business Development for KBS Builders, Inc. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Messrs. Eberwein and Sullivan and Ms. Bible are citizens of the United States of America. Star Operating Companies, Star Equity Fund, Star Equity GP, Star Value, and Hudson Global are organized under the laws of the state of Delaware. Star Investment Management is organized under the laws of the state of Connecticut. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 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 2,199,308 Shares outstanding as of August 8, 2025, 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 August 8, 2025.
A. Star Operating Companies
Star Operating Companies, 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 156,774 Shares beneficially owned by Star Equity Fund.
Percentage: Approximately 7.13%
B. Star Equity Fund
As of the close of business on August 26, 2025, Star Equity Fund beneficially owned 156,774 Shares.
Percentage: Approximately 7.13%
C. Star Equity GP
Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the 156,774 Shares owned by Star Equity Fund.
Percentage: Approximately 7.13%
D. Star Investment Management
Star Investment Management, as the investment manager of Star Equity Fund, may be deemed the beneficial owner of the 156,774 Shares owned by Star Equity Fund.
Percentage: Approximately 7.13%
E. Mr. Eberwein
Mr. Eberwein, as the manager of Star Equity GP and Star Equity Management, may be deemed the beneficial owner of the 156,774 Shares owned by Star Equity Fund.
Percentage: Approximately 7.13%
F. Star Value
Star Value, as the sole member of Star Equity GP and wholly owned subsidiary of Star Operating Companies may be deemed the beneficial owner of the Shares of common stock owned by Star Equity Fund.
Percentage: Approximately 7.13%
G. Hudson Global
Hudson Global, as the parent of Star Operating Companies, may be deemed the beneficial owner of 156,774 Shares owned by Star Equity Fund.
Percentage: Approximately 7.13%
H. Ms. Bible
As of the close of business on August 26, 2025, Ms. Bible beneficially owned 0 Shares.
Percentage: 0%
I. Mr. Sullivan
As of the close of business on August 26, 2025, Mr. Sullivan beneficially owned 0 Shares.
Percentage: 0% |
| (b) | A. Star Operating Companies
1. Sole power to vote or direct vote: 156,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 156,774
4. Shared power to dispose or direct the disposition: 0
B. Star Equity Fund
1. Sole power to vote or direct vote: 156,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 156,774
4. Shared power to dispose or direct the disposition: 0
C. Star Equity GP
1. Sole power to vote or direct vote: 156,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 156,774
4. Shared power to dispose or direct the disposition: 0
D. Star Investment Management
1. Sole power to vote or direct vote: 156,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 156,774
4. Shared power to dispose or direct the disposition: 0
E. Mr. Eberwein
1. Sole power to vote or direct vote: 156,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 156,774
4. Shared power to dispose or direct the disposition: 0
F. Star Value
1. Sole power to vote or direct vote: 156,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 156,774
4. Shared power to dispose or direct the disposition: 0
G. Hudson Global
1. Sole power to vote or direct vote: 156,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 156,774
4. Shared power to dispose or direct the disposition: 0
H. Ms. Bible
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
I. Mr. Sullivan
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 |
| (c) | A. Star Operating Companies
Star Operating Companies has not entered into any transactions in the Shares during the past 60 days.
B. Star Equity Fund
Star Equity Fund's transactions in the Shares in the last 60 days are set forth in Schedule A, attached hereto as Exhibit 99.17, and are incorporated herein by reference.
C. Star Equity GP
Star Equity GP has not entered into any transactions in the Shares in the last 60 days.
D. Star Investment Management
Star Operating Companies has not entered into any transactions in the Shares during the past 60 days.
E. Mr. Eberwein
Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days.
F. Star Value
Star Value has not entered into any transactions in the Shares during the past 60 days.
G. Ms. Bible
Ms. Bible has not entered into any transactions in the Shares during the past 60 days.
H. Mr. Sullivan
Mr. Sullivan has not entered into any transactions in the Shares during the past 60 days.
I. Hudson Global
Hudson Global has not entered into any transactions in the Shares during the past 60 days.
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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On August 22, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of the Joint Filing Agreement is attached as Exhibit 99.18 hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended to add the following exhibits:
Exhibit 99.17 Schedule A;
Exhibit 99.18 Joint Filing Agreement dated August 22, 2025. |
