SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stupp Henry

(Last)

(First)

(Middle)

5990 SEPULVEDA BLVD #600

(Street)

SHERMAN OAKS

91411

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEROKEE INC [ CHKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								81,967	D
Common Stock								91,967	D
Common Stock								104,529	D
Common Stock	10/19/2012	10/19/2012	S		35,000	D	$14.3	69,529	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options	$18.3	07/26/2012		J	V		18,750	01/31/2012	08/26/2016	Common Stock	18,750	$18.3	18,750	D
Common Stock Options	$18.3	07/26/2012		J	V		18,750	01/31/2013	08/26/2016	Common Stock	18,750	$18.3	37,500	D
Common Stock Options	$18.3	07/26/2012		J	V		18,750	01/31/2014	08/26/2016	Common Stock	18,750	$18.3	56,250	D
Common Stock Options	$18.3	07/26/2012		J	V		18,750	01/31/2015	08/26/2016	Common Stock	18,750	$18.3	75,000	D
Common Stock Options	$18.3	07/26/2012		J	V		18,750	01/31/2016	08/26/2016	Common Stock	18,750	$18.3	93,750	D
Common Stock Options	$13.06							06/18/2013	06/18/2019	Common Stock	30,000		123,750	D
Common Stock Options	$13.06							06/18/2014	06/18/2019	Common Stock	30,000		153,750	D
Common Stock Options	$13.06							06/18/2015	06/18/2019	Common Stock	30,000		183,750	D

Explanation of Responses:

Remarks:

On October 19, 2012, Mr. Stupp sold 35,000 shares of Cherokee common stock at a per share price of $14.30 (excluding a $0.05 broker charge) for total proceeds to Mr. Stupp of $500,500. On July 26, 2012, Mr. Stupp transferred 50% of the 187,500 stock options (the "2010 Option") subject to his prior stock option grant dated August 26, 2010. Such options were transferred to Mr. Stupp's ex-wife pursuant to a marital property settlement. Such transferred options remain subject to the vesting conditions and other terms applicable to the 2010 Option.

	Mark DiSiena under POA for Henry Stupp	10/23/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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