Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(AMENDMENT NO. ___)*

LIMONEIRA COMPANY
(Name of issuer)
 
COMMON STOCK
(Title of class of securities)

532746104
(CUSIP number)

December 31, 2010
(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)
 
¨  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
 
 
 CUSIP No. 532746104
 13G
 Page 2 of 8 Pages

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
 
 Number of
 5.
 Sole Voting Power
 Shares
  
 0
 Beneficially
    
 Owned by
 6.
 Shared Voting Power
 Each
  
 625,837
 Reporting
    
 Person
 7.
 Sole Dispositive Power
 With:
  
 0
     
 
 8.
 Shared Dispositive Power
   
 625,837

 
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)
 
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. 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.
 
 
 CUSIP No. 532746104
 13G
 Page 3 of 8 Pages

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
 
 
 Number of
 5.
 Sole Voting Power
 Shares
  
 17,240
 Beneficially
    
 Owned by
 6.
 Shared Voting Power
 Each
  
 625,837 (1)
 Reporting
    
 Person
 7.
 Sole Dispositive Power
 With:
  
 17,240
     
 
 8.
 Shared Dispositive Power
   
 625,837 (1)

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.
 
 
 CUSIP No. 532746104
 13G
 Page 4 of 8 Pages

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
 
 Number of
 5.
 Sole Voting Power
 Shares
  
 17,240
 Beneficially
    
 Owned by
 6.
 Shared Voting Power
 Each
  
 625,837 (1)
 Reporting
    
 Person
 7.
 Sole Dispositive Power
 With:
  
 17,240
     
 
 8.
 Shared Dispositive Power
   
 625,837 (1)

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.
 

 
CUSIP No.  532746104
 13G
 Page 5 of 8 Pages
 
 Item 1
(a)
Name of Issuer:
  
   
 Limoneira Company
  
       
 
(b)
Address Of Issuer's Principal Executive Offices:
  
   
 1141 Cummings Road, Santa Paula, California 93060
  
       
 Item 2
(a)
Name of Person Filing:
  
   
 Allan M. Pinkerton, as beneficiary of the Pinkerton Ranch Trust
  
   
 Jonathan M. Pinkerton, as beneficiary of the Pinkerton Ranch Trust
  
   
 Jennifer P. Talmadge, as beneficiary of the Pinkerton Ranch Trust
  
       
 
(b)
Address of Principal Business Office, or, if none, Residence:
  
   
P.O. Box 4099
  
   
Ventura, California 93007
  
       
 
(c)
Citizenship:
  
   
 U.S. Citizen
  
       
 
(d)
Title of Class of Securities:
  
   
 Common Stock
  
       
 
(e)
Cusip Number:
  
   
 532746104
  
       
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)
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 (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)(ii)(F).
  
 
(g)
o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
  
 
(h)
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  
 
(i)
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);
  
 
(j)
o Group in accordance with §240.13d-1(b)(ii)(J).
  
 
 
CUSIP No.  532746104
 13G
 Page 6 of 8 Pages
 
Item 4
Ownership

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.

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 o.
  
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
 
N/A

Item 8
Identification and Classification of Members of The Group

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.
 
Item 9
Notice of Dissolution of Group

N/A
  
Item 10
Certification

N/A

 
 
CUSIP No.  532746104
 13G
 Page 7 of 8 Pages
 
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.
 
 
02/11/2011
 
 Date
   
 
/s/ Allan M. Pinkerton
 
 Signature
   
 
Allan M. Pinkerton
 
 Name/Title
 
 
02/11/2011
 
 Date
   
 
/s/ Jonathan M. Pinkerton
 
 Signature
   
 
Jonathan M. Pinkerton
 
 Name/Title

 
02/11/2011
 
 Date
   
 
/s/ Jennifer P. Talmadge
 
 Signature
   
 
Jennifer P. Talmadge
 
 Name/Title
 
 
CUSIP No.  532746104
 13G
 Page 8 of 8 Pages
 
Exhibit Index

Exhibit 24.1
Power of Attorney for Jonathan M. Pinkerton (filed herewith)
   
Exhibit 24.2
Power of Attorney for Jennifer P. Talmadge (filed herewith)
   
Exhibit 99.1
Joint Filing Agreement, dated as of February 11, 2011 between the Reporting Persons (filed herewith)