Unassociated Document
 
Squire, Sanders & Dempsey L.L.P.
221 E. Fourth St., Suite 2900
Cincinnati, OH  45202
Office:      +1.513.361.1200
Fax:          +1.513.361.1201
 
    Direct Dial:   +1.513.361.1230
            smahon@ssd.com
   
 
May 18, 2010
 
VIA FAX AND EDGAR
 
Mr. John Reynolds
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Beverages, Apparel and Health Care Services
100 F Street, North East
Washington, D.C. 20549-3561
 
Re:
Limoneira Company
Amendment No. 3 to Registration Statement on Form 10
Filed May 4, 2010
File No. 0-53885
 
Dear Mr. Reynolds:
 
Thank you for your comments to the revisions to the Limoneira Company (the “Company”) Registration Statement on Form 10 proposed in our letter to you dated May 13, 2010.  We are counsel to the Company in connection with the Registration Statement on Form 10 and very much appreciate your additional comments.  The following is the Company’s response to such comments.  As previously discussed, after receiving your input regarding the Company’s responses, the Company proposes to file an Amendment No. 4 to Registration Statement on Form 10, which will incorporate the Company’s responses to your comments.  For your ease of reference, we have restated in full below your comments and the Company’s responses.  Please be advised that the information herein has been obtained from the Company.
 
Grants of Plan-Based Awards in Fiscal Year 2009, page 51
 
1.    
We repeat the first sentence of comment two of our April 29, 2010 letter.  For example, for Mr. Delmatoff, each of his three grants — two plan grants, one cash and one equity, plus the restricted share grant - should be reported on a separate line in the table.  Please revise or explain.
 
The Company will revise the grants table to reflect that no grants of equity and non-equity plan-based awards were made to the named executive officers in the fiscal year ended October 31, 2009 as follows:
 

 
Cincinnati • Cleveland • Columbus • Houston • Los Angeles • Miami • New York • Palo Alto • Phoenix • San Francisco • Tallahassee • Tampa
Tysons Corner • Washington DC • West Palm Beach  |  Bogotá+ • Buenos Aires+ • Caracas • La Paz+ • Lima+ • Panamá+ • Rio de Janeiro • Santiago+
 Santo Domingo • São Paulo  |  Beirut+ • Bratislava • Brussels • Bucharest+ • Budapest • Frankfurt • Kyiv • London • Moscow • Prague • Riyadh+ • Warsaw
Beijing • Hong Kong • Shanghai • Tokyo +               independent network firm
www.ssd.com

 
John Reynolds
May 18, 2010
Page 2

 
 
Grants of Plan-Based Awards in Fiscal Year 2009
 
The following table provides information about grants of equity and non-equity plan-based awards to the named executive officers in the fiscal year ended October 31, 2009: 
 
       
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(2)
   
Estimated Possible
Payouts Under
Equity Incentive Plan
Awards(2)
           
Name
 
Grant Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Award
Amount
   
Maximum
(#)
 
Award
Amount
   
All
Other
Stock
Awards:
Number
of
Shares
of Stock
(#)(3)(4)
 
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
 
 
Harold Edwards
 
12/24/2008(1)
 
---
 
 ---
 
---
 
---
   
---
 
---
   
47,840
 
 598,478
 
 
Don Delmatoff
 
12/24/2008(1)
 
---
 
---
 
---
 
 ---
   
 ---
 
---
   
22,860
 
 285,979
 
 
Alex Teague
 
12/24/2008(1)
 
---
 
 ---
 
---
 
---
   
---
 
---
   
26,580
 
332,516
 
 
Peter Dinkler
 
12/24/2008(1)
 
---
 
 ---
 
---
 
---
   
---
 
---
   
2,210
 
27,647
 


(1) 
For performance beginning November 1, 2007, ending October 31, 2008.  
   
(2)
No grants of equity and non-equity plan-based awards were made to the named executive officers in the fiscal year ended October 31, 2009.
   
(3)
On December 24, 2008, we granted our named executive officers, 4,784; 2,286; 2,658; and 221 shares, respectively, of restricted shares of our Common Stock at a grant date fair value per share of $125.10 in respect fiscal 2008 performance.  No other grants of stock awards were made during fiscal 2009.  The number of shares included in the table for each executive officer has been adjusted to reflect the stock split approved by our stockholders on March 23, 2010. The restricted stock vests, ratably, one-third on the date of grant, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant.  Upon termination of employment of any named executive officer, any unvested shares of such terminated officer on the date of his termination revert to the company.

(4)
All such shares, whether vested or unvested, are considered issued and outstanding on the date of grant, and our named executive officers have voting right with respect to, and receive any dividends on, such shares granted to them.  Upon termination of employment, any dividends received by the terminated named executive officer on unvested shares are for the benefit of, and are to be repaid by such named executive officer, to the company.

 

 
John Reynolds
May 18, 2010
Page 3


 
Thank you for your time and attention to Limoneira Company’s Registration Statement on Form 10.  Should you have any questions concerning the responses to your comments, please do not hesitate to contact me at 1.513.361.1230.
 
 
Sincerely,
Stephen C. Mahon
 
cc:
Ms. Janice McGuirk, Division of Corporation Finance