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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

RAVICH JESS M

(Last)

(First)

(Middle)

149 S. BARRINGTON, #828

(Street)

LOS ANGELES

90049

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2014

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								23,969	D
Common Stock								50,000	I	The Ravich Revocable Trust of 1989
Common Stock								60,000	I	The Ravich Revocable Trust of 1989
Restricted Common Stock Award								61,500	D
Common Stock	08/04/2014		A		12,074	A	$13.87⁽²⁾	73,574	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	$16.08							02/01/2011	02/01/2015	Common Stock	2,666		2,666	D
Common Stock Options	$16.08							02/01/2012	02/01/2015	Common Stock	2,667		5,333	D
Common Stock Options	$16.08							02/01/2013	02/01/2015	Common Stock	2,667		8,000	D
Common Stock Options	$18.15							01/28/2011	01/28/2016	Common Stock	100,000		108,000	D
Common Stock Options	$13.06							06/18/2012	06/18/2019	Common Stock	5,500		113,500	D
Common Stock Options	$12.65							06/27/2013	06/27/2020	Common Stock	5,500		119,000	D
Restricted Stock Units	⁽¹⁾							06/27/2016	06/27/2016	Common Stock	1,500		120,500	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of Cherokee Inc.

2. In accordance with Cherokee's current compensation programs for non-employee directors, each non-employee director may elect to receive all or a portion of such director's annual retainer fees in restricted stock units in lieu of cash payments. The price per unit was established concurrently with the recipient's election regarding whether to receive restricted stock units in lieu of cash for such recipient's service over a one year period ending on August 4, 2015.

Remarks:

Effective August 4, 2014, the Compensation Committee of the Board of Directors of Cherokee Inc. ("Cherokee") granted Mr. Ravich restricted stock units for 12,074 shares of Cherokee's common stock pursuant to Cherokee's current compensation programs for non-employee directors. Such restricted stock units (i) vest in equal quarterly installments following the date of grant, which vesting may accelerate in certain circumstances and (ii) may only be settled in shares of Cherokee's common stock.

	Jason Boling under POA for Jess M. Ravich	08/04/2014
	** 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.