CORRESP 1 filename1.htm

 

 

VIA EDGAR AND EMAIL

 

June 30, 2015

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:  Ms. Hillary Daniels and Mr. John Reynolds

 

Re:                         Cherokee Inc.

Registration Statement on Form S-3

File No. 333-205175

Request for Acceleration

 

Dear Ms. Daniels and Mr. Reynolds:

 

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Cherokee Inc., a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 3:00 PM Eastern Time on July 2, 2015, or as soon thereafter as possible.

 

The Company hereby acknowledges that:

 

·                 Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

·                 The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·                 The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Please contact Scott Stanton of Morrison & Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

 

Very truly yours,

 

CHEROKEE INC.

 

 

/s/ Henry Stupp

 

Name:

Henry Stupp

 

Title:

Chief Executive Officer

 

 

cc:  Morrison & Foerster LLP