X0202 4 2005-12-12 0 0000350199 CACHE INC CACH 0001327744 GRAY CLIFFORD C/O CACHE, INC. 1440 BROADWAY, 5TH FLOOR NEW YORK NY 10018 0 1 0 0 Vice President of Construction Common Stock 2005-12-12 4 X 0 1699 18.31 D 10125 D Stock Options 12.65 2003-07-22 4 A 0 45000 D 2007-07-22 2013-07-22 Common Stock 45000 45000 D The grant of these options was previously reported. This information is being included to disclose the vesting of 15% of Mr. Gray's options as described below. The options granted to Mr. Gray are subject to accelerated vesting under certain circumstances. The granted options may become exercisable earlier at the rate of 25% per 12-month period for the 12-month period-ended July 22, 2006 and July 22, 2007, to the extent of the Company's earning plan as approved by the Administrator, is achieved, based on the following scale. Twenty-five percent of Mr. Gray's options, representing options to purchase 11,250 shares of common stock of the Company vested on July 22, 2004 and an additional fifteen percent of Mr. Gray's options, representing options to purchase 6,750 shares of common stock of the Company vested on July 22, 2005 pursuant to this formula: Percentage of Plan Earnings/Options which will become Exercisable Greater than or equal to 90% / 25% Greater than or equal to 75% but less than 90% / 20% Greater than or equal to 60% but less than 75% / 15% Less than 60% / -0- N/A File three copies of this form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. /s/ Clifford Gray, Vice President of Construction 2005-12-19