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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Gyrodyne, LLC (Name of Issuer) |
Common Shares of Limited Liability Company Interests (Title of Class of Securities) |
403829104 (CUSIP Number) |
08/05/2025 (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-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 403829104 |
| 1 | Names of Reporting Persons
Neil S. Subin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
107,188.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, OO |
Comment for Type of Reporting Person: Note to 5, 7 and 9: This Amendment No. 2 to Schedule 13G (this "Amendment") amends and supplements the Schedule 13G initially filed by Neil S. Subin (the "Reporting Person") with the U.S. Securities and Exchange Commission ("SEC") on January 23, 2018 and subsequently amended on August 20, 2020 (as amended, the "Schedule 13G"). The purpose of this Amendment is to (i) update the Reporting Person's beneficial ownership information in the Schedule 13G as of August 5, 2025 and (ii) indicate that the Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Shares of Limited Liability Company Interests ("Common Shares") of Gyrodyne, LLC (the "Issuer") as of August 5, 2025. This Amendment constitutes an exit filing for the Reporting Person.
Note to 11: The percentage reported in this Amendment is based upon 2,199,308 Common Shares outstanding according to the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 5, 2025.
Note to 12: Neil S. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities. Mr. Subin also serves as trustee of a number of Miller family trusts.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Gyrodyne, LLC | |
| (b) | Address of issuer's principal executive offices:
One Flowerfield Suite 24 St. James, NY 11780 | |
| Item 2. | ||
| (a) | Name of person filing:
Neil S. Subin | |
| (b) | Address or principal business office or, if none, residence:
2336 S.E. Ocean Boulevard
Suite 400
Stuart, FL 34996 | |
| (c) | Citizenship:
U.S.A. | |
| (d) | Title of class of securities:
Common Shares of Limited Liability Company Interests | |
| (e) | CUSIP No.:
403829104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
107,188 | |
| (b) | Percent of class:
4.9% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
107,188 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
107,188 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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