UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~__________________~~Date of Report (Date of earliest event reported): August 11, 2015

Date of Report (Date of earliest event reported): June 26, 2015

__________________

GYRODYNE COMPANY OF AMERICA, INC.

___________________

(Exact name of Registrant as Specified in its Charter)

New York	000-01684	11-1688021
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

ONE FLOWERFIELD

SUITE 24

ST. JAMES, NEW YORK 11780

___________________

(Address of principal executive

offices) (Zip Code)

(631) 584-5400

____________________

Registrant’s telephone number,

including area code

N/A

~~__________________~~get

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. ~~Other~~ ~~Events~~Entry Into a Material Definitive Agreement.

On ~~June~~August 2611, 2015, Gyrodyne Company of America, Inc. (the “Company”) ~~issued~~and aComputershare ~~press~~Inc. ~~release~~(as ~~announcing~~successor ~~the~~in ~~final~~interest ~~results~~to ofRegistrar ~~its~~and ~~previously~~Transfer ~~announced~~Company) ~~rights~~(“Computershare”) ~~offering,~~executed ~~which~~Amendment ~~expired at 5:00 p~~No.~~m.,~~ ~~New~~2 ~~York~~dated ~~City~~as ~~time,~~of onAugust ~~June 17~~4, 2015. ~~The~~(the ~~Company~~“Amendment”) ~~reported~~to itRights ~~received~~Agreement ~~confirmation~~dated ~~from~~as ~~Computershare~~of ~~Trust~~August ~~Company~~10, ~~N.A.~~2004, ~~the~~as ~~Company’s~~amended ~~subscription~~on ~~agent~~August 4, of2014 ~~the~~(as ~~previously announced preliminary results that a total of 7~~amended,~~044,894~~ ~~shares~~the ~~were~~“Rights ~~subscribed~~Agreement”) ~~for~~between in the ~~rights~~Company ~~offering,~~and ~~consisting of 1~~Computershare,~~009,376~~ ~~shares~~as ~~under~~rights ~~the basic subscription privilege and 6~~agent,~~035,518~~ ~~shares~~to ~~under~~extend the ~~oversubscription~~expiration ~~privilege.~~date ~~Based~~of on the ~~maximum~~Rights ~~2,224,020~~(as ~~shares~~defined ~~that were issuable~~ in the ~~rights~~Rights ~~offering,~~Agreement) ~~1,214,644~~from ~~shares~~August ~~were allocated to shareholders who properly exercised their oversubscription privilege~~11, ~~pro~~2015 ~~rata in proportion~~ to ~~the~~August ~~aggregate number of shares subscribed for under the over-subscription privilege~~11, ~~or 20~~2016.~~12499% of each oversubscriber’s requested shares.~~

The ~~Company~~foregoing ~~expects~~description ~~Computershare to begin distributing the shares and refund checks for unfulfilled oversubscriptions to shareholders today. As a result~~ of the ~~rights~~Amendment ~~offering,~~is ~~Gyrodyne’s~~qualified ~~common~~in ~~stock~~its ~~will~~entirety ~~increase~~ by ~~2,224,020~~reference ~~shares~~ to ~~3,706,700.~~the ~~The~~copy ~~Company~~of ~~has received~~ the ~~maximum~~Amendment ~~$6,116,055~~filed ~~sales~~as ~~proceeds~~Exhibit ~~from~~4.1 ~~the~~to ~~rights~~this ~~offering,~~Report and ~~estimates~~incorporated ~~the~~by ~~net~~reference ~~proceeds to be approximately $5,606,000~~herein.

AItem ~~copy~~3.03. ofMaterial ~~the~~Modifications ~~press~~to ~~release~~Rights isof ~~attached~~Security ~~hereto as Exhibit 99~~Holders.~~1 and is incorporated herein by reference.~~

~~Forward-Looking~~The ~~Statement~~information ~~Safe~~required ~~Harbor~~by this item is included in Item 1.01 above and incorporated herein by reference.

~~The~~Item statements made in this press release that are not historical facts constitute "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives9.01 ~~Important~~Financial ~~factors,~~Statements ~~including certain risks~~ and uncertainties, with respect to such forward-looking statements that could cause actual results to differ materially from those reflected in such forward-looking statements include, but are not limited to, risks and uncertainties relating to the process of exploring strategic alternatives, risks associated with the Company's ability to implement the tax liquidation, plan of liquidation or the plan of merger, the risk that the proceeds from the sale of the Company's assets may be substantially below the Company's estimates, the risk that the proceeds from the sale of our assets may not be sufficient to satisfy the Company's obligations to its current and future creditors, the risk of shareholder litigation against the tax litigation, the plan of liquidation or the plan of merger and other unforeseeable expenses related to the proposed liquidation, the tax treatment of condemnation proceeds, the effect of economic and business conditions, including risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, Palm Beach County in Florida and Fairfax County in Virginia, risks and uncertainties relating to developing the Company's undeveloped property in StExhibits. ~~James, New York and other risks detailed from time to time in the Company's SEC reports.~~

~~Important~~(d) ~~Information~~Exhibits. ~~for~~The ~~Investors~~following ~~and~~exhibit ~~Shareholders~~is filed herewith:

This communication does not constitute a solicitation of any vote or approval. The Company expects that the plan of merger will be submitted to the Company's shareholders for their consideration and vote at a shareholders' meeting to be called for such purpose. In connection with the proposed transaction, the Company will file a supplement to its proxy statement with the SEC. THE COMPANY'S SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, SUPPLEMENT AND RELATED DOCUMENTS CAREFULLY (WHEN THEY BECOME AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents containing other important information about the Company filed or furnished to the SEC (when they become available) may be read and copied at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website, www.sec.gov, from which any electronic filings made by the Company may be obtained without charge. In addition, investors and shareholders may obtain copies of the documents filed with or furnished to the SEC upon oral or written request without charge. Requests may be made in writing by regular mail by contacting the Company at the following address: One Flowerfield, Suite 24, St. James, NY 11780, Attention: Investor Relations. The proxy statement also will be available on the Company's web site located at www.gyrodyne.com.

Exhibit

Number

Description

4.1

Amendment No. 2 dated as of August 4, 2015 to Rights Agreement dated as of August 10, 2004, as amended on August 4, 2014, between Gyrodyne Company of America, Inc. and Computershare Inc. (as successor in interest to Registrar and Transfer Company), as rights agent.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release issued by Gyrodyne Company of America, Inc. on June 26, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GYRODYNE COMPANY OF AMERICA, INC.


	By:	/s/ Frederick C. Braun III
	Frederick C. Braun III
	President and Chief Executive Officer

Date: ~~June~~August 2611, 2015

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