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^*

BROTHERS CHRISTOPHER

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT LLC

333 SOUTH GRAND AVENUE 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEROKEE INTERNATIONAL CORP [ CHRK ]

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)
02/24/2004

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, par value $0.001	02/24/2004		X		0	A	⁽¹⁾	0⁽⁶⁾⁽⁷⁾	I	See Footnote⁽⁶⁾⁽⁷⁾
Common Stock, par value $0.001	02/25/2004		C		0	A	⁽²⁾	0⁽⁶⁾⁽⁸⁾	I	See Footnote⁽⁶⁾⁽⁸⁾
Common Stock, par value $0.001	02/25/2004		S		0	D	$14.5	0⁽⁶⁾⁽¹⁰⁾	I	See Footnote⁽⁶⁾⁽¹⁰⁾

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)
Warrant to purchase Common Stock	$0.039	02/24/2004		X			0	⁽³⁾	⁽⁴⁾	Common Stock	0	$0	0⁽¹¹⁾	I	See Footnote⁽¹¹⁾
12% Senior Convertible Note	$8.49	02/25/2004		C			0	⁽⁵⁾	11/01/2008	Common Stock	0	$0	0⁽¹²⁾	I	See Footnote⁽¹²⁾
Option to purchase Common Stock	$14.5	02/25/2004		A⁽¹³⁾		10,000		⁽⁹⁾	02/25/2014	Common Stock	10,000	$0	10,000⁽¹³⁾	D

Explanation of Responses:

1. Warrants to purchase Common Stock were exercised on a cashless basis, based on an exercise price of $0.039 per share and the fair market value of the Common Stock at the time of exercise.

2. Shares of Common Stock received upon the automatic conversion of 12% Senior Convertible Note.

3. Warrants were immediately exercisable.

4. Warrants would have expired on the earlier to occur of the closing of Cherokee International Corporation's initial public offering or November 1, 2008.

5. Convertible notes automatically convert into Common Stock immediately prior to the closing of Cherokee International Corporation's initial public offering.

6. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

7. The reporting person is a Managing Director of Oaktree Capital Managment, LLC ("Oaktree"), a registered investment adviser under the Investment Advisers Act of 1940, as amended. The shares reported herein as zero for the reporting person do not include 2,286,742 shares of common stock of the Issuer held by certain funds managed by Oaktree (the "Oaktree Funds") that are the direct beneficial owners of such shares following the exercise of warrants to purchase Common Stock.

8. The reporting person is a Managing Director of Oaktree. The shares reported herein as zero for the reporting person do not include 5,233,192 shares of common stock of the Issuer held by the Oaktree Funds that are the direct beneficial owners of such shares following the conversion of the 12% Senior Convertible Notes due 2008.

9. Options will vest and become exercisable as to 25% of the shares of Common Stock subject to such options on such anniversary date of grant.

10. The reporting person is a Managing Director of Oaktree. The shares reported herein as zero for the reporting person do not include 4,778,677 shares of common stock of the Issuer held by the Oaktree Funds that are the direct beneficial owners of such shares following the sale of 454,525 shares of Common Stock by the Oaktree Funds.

11. The reporting person is a Managing Director of Oaktree. The Oaktree Funds were the direct beneficial owners of warrants to purchase 1,151,375 shares of Common Stock of the Issuer.

12. The reporting person is a Managing Director of Oaktree. The Oaktree Funds were the direct beneficial owners of 12% Senior Convertible Notes convertible into 2,946,450 shares of Common Stock of the Issuer.

13. The reporting person is a Managing Director of Oaktree. The stock options represent the right to purchase the underlying securities of the Issuer reported in Table II and are held directly by the reporting person for the benefit of the Oaktree Funds. Pursuant to the policies of Oaktree, the reporting person must hold the options on behalf of and for the sole benefit of the Oaktree Funds and is assigning all economic, pecuniary, and voting rights to Oaktree, as general partner of the Oaktree Funds. The reporting person disclaims beneficial ownership of these securities and the filing of this Form 4 shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form 4, except to the extent of any indirect pecuniary interest therein.

	Christopher Brothers	02/26/2004
	** 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).
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