UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(AMENDMENT
NO. ___)*
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LIMONEIRA COMPANY
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(Name
of issuer)
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COMMON STOCK
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(Title
of class of securities)
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532746104
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(CUSIP
number)
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December 31, 2010
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(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x 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 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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
SEC 1745
(1-06)
Page 1
of 8 pages
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CUSIP No.
532746104
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13G
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Page 2 of 8
Pages
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1. Name of Reporting
Person
I.R.S. Identification Nos. of above persons (entities
only).
Allan M.
Pinkerton
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.
Citizen
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Number
of
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5.
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Sole
Voting Power
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Shares
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0
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Beneficially
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Owned
by
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6.
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Shared
Voting Power
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Each
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625,837
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Reporting
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Person
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7.
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Sole
Dispositive Power
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With:
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0
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8.
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Shared
Dispositive Power
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625,837
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9.
Aggregate Amount Beneficially Owned by Each Reporting Person
625,837
(1)
10. Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
N/A
11. Percent of Class Represented by Amount
in Row (9)
5.6%
(2)
IN
(1)
Shares are owned beneficially by Mr. Pinkerton as the beneficiary of the
Pinkerton Ranch Trust and voting and investment power are shared equally with
Mr. Jonathan M. Pinkerton and Ms. Jennifer Talmadge with respect to all
shares in the Pinkerton Ranch Trust.
(2) Based
upon 11,237,150 shares of common stock issued and outstanding as of February 11,
2011.
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CUSIP No.
532746104
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13G
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Page 3 of 8
Pages
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1. Name of Reporting
Person
I.R.S. Identification Nos. of above persons (entities
only).
Jonathan
M. Pinkerton
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.
Citizen
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Number
of
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5.
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Sole
Voting Power
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Shares
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17,240
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Beneficially
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Owned
by
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6.
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Shared
Voting Power
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Each
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625,837
(1)
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Reporting
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Person
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7.
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Sole
Dispositive Power
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With:
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17,240
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8.
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Shared
Dispositive Power
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625,837
(1)
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9.
Aggregate Amount Beneficially Owned by Each Reporting Person
643,077
10. Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
N/A
11. Percent of Class Represented by Amount
in Row (9)
5.7%
(2)
12. Type of Reporting Person (See
Instructions)
IN
(1)
Shares are owned beneficially by Mr. Pinkerton as the beneficiary of the
Pinkerton Ranch Trust and voting and investment power are shared equally with
Mr. Allan Pinkerton and Ms. Jennifer Talmadge with respect to all shares in the
Pinkerton Ranch Trust.
(2) Based
upon 11,237,150 shares of common stock issued and outstanding as of February 11,
2011.
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CUSIP No.
532746104
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13G
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Page 4 of 8
Pages
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1. Name of Reporting
Person
I.R.S. Identification Nos. of above persons (entities
only).
Jennifer
P. Talmadge
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) x
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.
Citizen
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Number
of
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5.
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Sole
Voting Power
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Shares
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17,240
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Beneficially
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Owned
by
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6.
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Shared
Voting Power
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Each
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625,837 (1)
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Reporting
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Person
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7.
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Sole
Dispositive Power
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With:
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17,240
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8.
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Shared
Dispositive Power
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625,837
(1)
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9.
Aggregate Amount Beneficially Owned by Each Reporting Person
643,077
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
N/A
11. Percent of Class Represented by Amount in Row (9)
5.7%
(2)
12. Type of Reporting Person (See Instructions)
IN
(1)
Shares are owned beneficially by Ms. Talmadge as the beneficiary of the
Pinkerton Ranch Trust and voting and investment power are shared equally with
Mr. Jonathan M. Pinkerton and Mr. Allan Pinkerton with respect to all
shares in the Pinkerton Ranch Trust.
(2) Based
upon 11,237,150 shares of common stock issued and outstanding as of February 11,
2011.
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CUSIP
No. 532746104
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13G
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Page 5 of 8
Pages
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Item 1
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(a)
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Name
of Issuer:
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Limoneira
Company
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(b)
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Address
Of Issuer's Principal Executive Offices:
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1141
Cummings Road, Santa Paula, California 93060
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Item 2
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(a)
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Name
of Person Filing:
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Allan
M. Pinkerton, as beneficiary of the Pinkerton Ranch Trust
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Jonathan
M. Pinkerton, as beneficiary of the Pinkerton Ranch
Trust
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Jennifer
P. Talmadge, as beneficiary of the Pinkerton Ranch Trust
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(b)
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Address
of Principal Business Office, or, if none, Residence:
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P.O.
Box 4099
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Ventura,
California 93007
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(c)
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Citizenship:
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U.S.
Citizen
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(d)
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Title
of Class of Securities:
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Common
Stock
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(e)
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Cusip
Number:
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532746104
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Item
3
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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:
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(a)
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o Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o Investment
company registered under section 8 of the Investment Company Act (15
U.S.C. 80a-8).
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(e)
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o An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(ii)(F).
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(g)
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o A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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o A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
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(i)
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o 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)
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o Group in
accordance with §240.13d-1(b)(ii)(J).
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CUSIP
No. 532746104
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13G
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Page 6 of 8
Pages
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Item 4
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Ownership
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Mr. Allan
Pinkerton, Mr. Jonathan M. Pinkerton and Ms. Talmadge beneficially own
625,837 shares as beneficiaries of the Pinkerton Ranch Trust. They
share equally in voting and investment power with respect to all 625,837 shares
in the Pinkerton Ranch Trust. Each of Mr. Jonathan M. Pinkerton
and Ms. Talmadge individually, with sole voting and investment power, own 17,240
shares, separate and apart from the Pinkerton Ranch Trust. Each
reporting person declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for the purposes
of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”) or any other purpose, the beneficial owner of any securities
covered by this Schedule 13G.
(a) Amount beneficially
owned:
See Item 9 of each of the cover pages
with respect to each reporting person.
(b) Percent of
class:
See Item 11 of each of the cover pages
with respect to each reporting person.
(c) Number of shares as to which the
person has:
(i) Sole
power to vote or to direct the vote
See Item
5 of each of the cover pages with respect to each reporting person.
(ii)
Shared power to vote or to direct the vote
See Item
6 of each of the cover pages with respect to each reporting person.
(iii)
Sole power to dispose or to direct the disposition of
See Item
7 of each of the cover pages with respect to each reporting person.
(iv)
Shared power to dispose or to direct the disposition of
See Item
8 of each of the cover pages with respect to each reporting person.
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Item 5
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Ownership of Five Percent or Less
of a Class
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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 o.
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Item
6
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Ownership of
More Than Five Percent on Behalf Of Another
Person
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N/A
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Item
7
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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N/A
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Item 8
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Identification and Classification
of Members of The Group
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Each reporting person may be deemed to
be a member of a group with respect to the Limoneira Company (the “Company”) or securities of
the Company for the purposes of Section 13(d) or 13(g) of the Exchange
Act. Each reporting person declares that neither the filing of this
statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any
other purpose (i) acting (or has agreed or is agreeing to act) with any other
person as a partnership, limited partnership, syndicate, or other group for the
purpose of acquiring, holding or disposing of securities of the Company or
otherwise with respect to the Company or any securities of the Company or (ii) a
member of any syndicate or group with respect to the Company or any securities
of the Company.
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Item 9
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Notice of Dissolution of
Group
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N/A
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Item 10
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Certification
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N/A
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CUSIP
No. 532746104
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13G
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Page 7 of 8
Pages
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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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02/11/2011
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Date
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/s/ Allan M. Pinkerton
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Signature
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Allan M. Pinkerton
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Name/Title
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02/11/2011
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Date
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/s/ Jonathan
M. Pinkerton
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Signature
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Jonathan
M. Pinkerton
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Name/Title
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02/11/2011
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Date
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/s/ Jennifer P. Talmadge
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Signature
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Jennifer P. Talmadge
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Name/Title
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CUSIP
No. 532746104
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13G
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Page 8 of 8
Pages
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Exhibit
Index
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Exhibit
24.1
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Power
of Attorney for Jonathan M. Pinkerton (filed
herewith)
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Exhibit
24.2
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Power
of Attorney for Jennifer P. Talmadge (filed herewith)
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Exhibit
99.1
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Joint
Filing Agreement, dated as of February 11, 2011 between the Reporting
Persons (filed
herewith)
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Exhibit
24.1
POWER
OF ATTORNEY
I,
Jonathan M. Pinkerton, hereby constitute and appoint Allan M. Pinkerton, my true
and lawful attorney-in-fact on my behalf and in my place and stead, in any and
all capacities, to execute any and all Schedules 13G or 13D and any amendments
thereto relating to ownership of any voting equity security of a class which is
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, as required by rules and regulations promulgated under said Securities
Exchange Act of 1934, and to file the same with all documents required in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as I might or could do, and hereby ratifying and confirming
each and every act and thing requisite and necessary to be done that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
This
Power of Attorney shall remain in effect until the undersigned is no longer
required to file Schedules 13G or 13D with respect to the undersigned’s holdings
of and transactions in securities issued by Limoneira Company, unless earlier
revoked by the undersigned in a signed writing delivered to the above mentioned
attorney-in-fact.
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Dated: February
11, 2011
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/s/ Jonathan M. Pinkerton
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Jonathan M.
Pinkerton
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Exhibit
24.2
POWER OF
ATTORNEY
I,
Jennifer P. Talmadge, hereby constitute and appoint Allan M. Pinkerton, my true
and lawful attorney-in-fact on my behalf and in my place and stead, in any and
all capacities, to execute any and all Schedules 13G or 13D and any amendments
thereto relating to ownership of any voting equity security of a class which is
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, as required by rules and regulations promulgated under said Securities
Exchange Act of 1934, and to file the same with all documents required in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as I might or could do, and hereby ratifying and confirming
each and every act and thing requisite and necessary to be done that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
This
Power of Attorney shall remain in effect until the undersigned is no longer
required to file Schedules 13G or 13D with respect to the undersigned’s holdings
of and transactions in securities issued by Limoneira Company, unless earlier
revoked by the undersigned in a signed writing delivered to the above mentioned
attorney-in-fact.
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Dated: February
11, 2011
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/s/ Jennifer P. Talmadge
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Jennifer
P. Talmadge
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Exhibit
99.1
Joint
Filing Agreement
February
11, 2011
Pursuant to, and in accordance with,
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations thereunder, each party hereto hereby agrees to the joint
filing, on behalf of each of them, of any filing required by such party under
Section 13 of the Exchange Act or any rule or regulation thereunder (including
any amendment, restatement, supplement and/or exhibit thereto) with the
Securities and Exchange Commission (and, if such security is registered on a
national securities exchange, also with the exchange), and further agrees to the
filing, furnishing and/or incorporation by reference of this agreement as an
exhibit thereto. This agreement shall remain in full force and effect
until revoked by a party hereto in a signed writing provided to each other
party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto,
being duly authorized, has caused this agreement to be executed and effective as
of the date first written above.
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02/11/2011
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Date
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/s/ Allan M. Pinkerton
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Signature
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Allan M. Pinkerton
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Name/Title
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02/11/2011
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Date
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/s/ Jonathan M. Pinkerton
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Signature
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Jonathan M. Pinkerton
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Name/Title
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02/11/2011
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Date
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/s/ Jennifer P. Talmadge
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Signature
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Jennifer P. Talmadge
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Name/Title
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