X0303 4 2009-12-18 0 0000844143 JOE'S JEANS INC. JOEZ 0001414609 Dahan Joseph M. 1810 RISING GLEN ROAD LOS ANGELES CA 90069 1 1 1 0 Creative Director Common Stock 2009-12-18 4 F 0 24195 1.1 D 13971318 D Common Stock 53030 I By Spouse The reporting person previously received a grant of shares of Restricted Stock Units ("RSUs") that represented a contingent right to receive one share of the Company's common stock pursuant to the 2004 Stock Incentive Plan and previously reported as acquired on Table I of a Form 4. In accordance with the terms and conditions of the RSU agreement, 1/8 of the shares vested and the Company withheld an equivalent amount of RSUs at fair market value to pay the minimum tax withholding requirements for the reporting person. These shares are held by the reporting person's spouse as RSUs pursuant to the terms of the 2004 Stock Incentive Plan and the RSU agreement. The reporting person disclaims beneficial ownership of common stock held by such spouse. The filing of this statement shall not be deemed to be an admission that the reporting person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /Joe Dahan/ 2009-12-22