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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHEROKEE INC [ CHKE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/01/2011 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 583,087 | D | ||||||||
Common Stock | 135,000 | I | By Newstar Group, dba The Wilstar Group | |||||||
Common Stock | 160,000 | I | By BMAC Enterprises, LP | |||||||
Common Stock | 01/28/2011 | 01/28/2011 | D | 160,000 | D | $18.15 | 0 | I | By BMAC Enterprises, LP | |
Common Stock | 01/28/2011 | 01/28/2011 | D | 135,000 | D | $18.15 | 0 | I | By Newstar Group, dba The Wilstar Group | |
Common Stock | 01/28/2011 | 01/28/2011 | D | 90,000 | D | $18.15 | 493,087 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Options | $18.49 | 01/28/2011 | 06/04/2015 | Common Stock | 50,000 | 50,000 | D | ||||||||
Common Stock Options | $18.49 | 01/28/2011 | 06/04/2015 | Common Stock | 50,000 | 100,000 | D |
Explanation of Responses: |
Remarks: |
The purpose of this amendment is to correct certain inadvertent errors contained in the original Form 4 filed with the Securities and Exchange Commission ("SEC") on February 1, 2011. (1) As previously reported on Cherokee Inc.'s ("Cherokee") Current Report on Form 8-K, which was filed with the SEC on January 31, 2011, Robert Margolis resigned his positions as Executive Chairman and as a director of Cherokee on January 28, 2011. In connection with Mr. Margolis' resignation, Mr. Margolis and Cherokee entered into a Separation Agreement ("Separation Agreement"). Pursuant to the Separation Agreement, Cherokee or its designees agreed to purchase from Mr. Margolis or his assigns a total of 460,000 shares of Cherokee's Common Stock at a per share price of $18.15. Accordingly, on February 7, 2011, (i) The Robert Margolis Living Trust dtd 4/6/94, of which Mr. Margolis is the trustee, sold to Cherokee 90,000 shares of its Common Stock, (ii) BMAC Enterprises, LP, of which Robert Margolis is the general partner, sold to Cherokee 160,000 shares of its Common Stock, (iii) The Newstar Group Inc., dba The Wilstar Group sold to Cherokee 135,000 shares of its Common Stock and (iv) The Robert Margolis Foundation ("Foundation"), of which Mr. Margolis does not have a pecuniary interest and expressly disclaims beneficial ownership, sold to Cherokee 15,000 shares of its Common Stock. In addition, and pursuant to the Separation Agreement (i) on February 7, 2011, the Foundation sold 50,000 shares of Cherokee's Common Stock to Cherokee's chairman, Jess Ravich and (ii) on February 17, 2011, the Foundation sold 10,000 shares of Cherokee's Common Stock to Cherokee's CEO, Henry Stupp. In addition, pursuant to the Separation Agreement, Mr. Margolis' outstanding option to purchase up to 100,000 shares of Cherokee's Common Stock became fully vested and exercisable. Following such transactions, Mr. Margolis beneficially owns a total of 493,087 shares of Cherokee's Common Stock. |
Mark DiSiena under POA for Robert Margolis | 02/28/2011 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |