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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Amendment No.

Under the Securities Exchange Act of 1934

 

Gyrodyne Company of America, Inc.

(Name of Issuer)

Common Stock, $1 par value

(Title of Class of Securities)

403820103

(CUSIP Number)

December 30, 2013

(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-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(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 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 (the “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).

 

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CUSIP No.  403820103

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Item 1(a)

Name of Issuer:

 

Gyrodyne Company of America, Inc. (the “Issuer”)

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

1 Flowerfield, Suite 24

St. James, NY 11780

 

Item 2(a)

Name of Person Filing:

 

TowerView LLC

 

Item 2(b)

Address of Principal Business Office or, if none, Residence:

 

500 Park Avenue

New York, New York 10022

 

Item 2(c)

Citizenship:

 

Delaware

 

Item 2(d)

Title of Class of Securities:

 

Common Stock, $1 par value

 

Item 2(e)

CUSIP Number:

 

403820103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:   N/A

 

(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g) o A parent holding company or control person in accordance with §240.13d‑1(b)(1)(ii)(G);

 

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Item 4.

Ownership.

 

As of December 31, 2013, TowerView had sole voting power and sole investment power with respect to 0 shares of Common Stock, $1 par value, or 0% of the shares that were reported as outstanding by the Issuer as of September 30, 2013.

 

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 x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

N/A

 

Item 8.

Identification and Classification of Members of the Group.

 

N/A

 

Item 9.

Notice of Dissolution of Group.

 

N/A

 

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.

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

 

January 2, 2014

 

 

 

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