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^*

Boling Jason

(Last)

(First)

(Middle)

5990 SEPULVEDA BLVD.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2015

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	06/08/2015		A		20,000	A	$0	23,899	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 Option (right to buy)	$14.03							03/25/2014	03/25/2020	Common Stock	10,000		10,000	D
Common Stock Option (right to buy)	$14.03							03/25/2015	03/25/2020	Common Stock	10,000		20,000	D
Common Stock Option (right to buy)	$14.03							03/25/2016	03/25/2020	Common Stock	10,000		30,000	D
Performance Stock Unit	⁽¹⁾							⁽¹⁾	01/30/2016	Common Stock	3,334		3,334	D
Common Stock Option (right to buy)	$12.02							08/19/2014	08/19/2020	Common Stock	6,667		6,667	D
Common Stock Option (right to buy)	$12.02							08/19/2015	08/19/2020	Common Stock	6,667		13,334	D
Common Stock Option (right to buy)	$12.02							08/19/2016	08/19/2020	Common Stock	6,666		20,000	D
Common Stock Option (right to buy)	$13.54							05/09/2015	05/09/2021	Common Stock	10,000		10,000	D
Common Stock Option (right to buy)	$13.54							05/09/2016	05/09/2021	Common Stock	10,000		20,000	D
Common Stock Option (right to buy)	$13.54							05/09/2017	05/09/2021	Common Stock	10,000		30,000	D
Common Stock Option (right to buy)⁽²⁾	$22.94	06/08/2015		A		18,333		06/08/2016	06/08/2022	Common Stock	18,333	$0	18,333	D
Common Stock Option (right to buy)⁽²⁾	$22.94	06/08/2015		A		18,333		06/08/2017	06/08/2022	Common Stock	18,333	$0	36,666	D
Common Stock Option (right to buy)⁽²⁾	$22.94	06/08/2015		A		18,334		06/08/2018	06/08/2022	Common Stock	18,334	$0	55,000	D

Explanation of Responses:

1. See footnotes (1), (2) and (3) of the Form 4 filed by the reporting person with the Securities and Exchange Commission on April 17, 2013. On January 30, 2015, 2/3 of the shares subject to the performance stock unit award vested in full, and 1/3 of the shares subject to such award remain unvested.

2. Represents an award of a single stock option approved on June 8, 2015.

Remarks:

On June 8, 2015, the Compensation Committee of the Board of Directors of Cherokee Inc. granted Mr. Boling 55,000 stock options and 20,000 restricted stock units as noted above. Such options and restricted stock units vest in three annual installments on each yearly anniversary of the grant date, which vesting may accelerate in certain circumstances.

	Jason Boling	06/10/2015
	** Signature of Reporting Person	Date
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