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^*

PATEL MUKESH R

(Last)

(First)

(Middle)

C/O CHEROKEE INTERNATIONAL CORPORATION

2841 DOW AVENUE

(Street)

TUSTIN

92780

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP of Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2008

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 per share	11/21/2008		D		12,421	D	$3.2	0	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)
Option to Purchase Common Stock	$3.19	11/21/2008		D			50,000	⁽¹⁾	12/09/2015	Common Stock, par value $0.001 per share	50,000	⁽¹⁾	0	D
Option to Purchase Common Stock	$3.89	11/21/2008		D			40,000	⁽²⁾	06/14/2015	Common Stock, par value $0.001 per share	40,000	⁽²⁾	0	D
Option to Purchase Common Stock	$4.94	11/21/2008		D			50,000	⁽³⁾	06/29/2017	Common Stock, par value $0.001 per share	50,000	⁽³⁾	0	D
Option to Purchase Common Stock	$5.85	11/21/2008		D			42,949	⁽⁴⁾	07/30/2013	Common Stock, par value $0.001 per share	42,949	⁽⁴⁾	0	D
Option to Purchase Common Stock	$7.26	11/21/2008		D			30,000	⁽⁵⁾	03/14/2015	Common Stock, par value $0.001 per share	30,000	⁽⁵⁾	0	D
Option to Purchase Common Stock	$14.5	11/21/2008		D			7,000	⁽⁶⁾	02/16/2014	Common Stock, par value $0.001 per share	7,000	⁽⁶⁾	0	D

Explanation of Responses:

1. This option was cancelled pursuant to the agreement and plan of merger dated as of September 24, 2008, by and among Lineage Power Holdings, Inc., a Delaware corporation, Birdie Merger Sub, Inc., a Delaware corporation, and issuer, in exchange for $0.01 per share of common stock underlying the option, which amount represents the excess of the merger consideration of $3.20 over the per share exercise price of the option.

2. This option was cancelled pursuant to the agreement and plan of merger dated as of September 24, 2008, by and among Lineage Power Holdings, Inc., a Delaware corporation, Birdie Merger Sub, Inc., a Delaware corporation, and issuer, in exchange for $0.01 per share of common stock underlying the option, which amount represents the consideration paid if the exercise price per share of such option equals or exceeds $3.20.

3. This option was cancelled pursuant to the agreement and plan of merger dated as of September 24, 2008, by and among Lineage Power Holdings, Inc., a Delaware corporation, Birdie Merger Sub, Inc., a Delaware corporation, and issuer, in exchange for $0.01 per share of common stock underlying the option, which amount represents the consideration paid if the exercise price per share of such option equals or exceeds $3.20.

4. This option was cancelled pursuant to the agreement and plan of merger dated as of September 24, 2008, by and among Lineage Power Holdings, Inc., a Delaware corporation, Birdie Merger Sub, Inc., a Delaware corporation, and issuer, in exchange for $0.01 per share of common stock underlying the option, which amount represents the consideration paid if the exercise price per share of such option equals or exceeds $3.20.

5. This option was cancelled pursuant to the agreement and plan of merger dated as of September 24, 2008, by and among Lineage Power Holdings, Inc., a Delaware corporation, Birdie Merger Sub, Inc., a Delaware corporation, and issuer, in exchange for $0.01 per share of common stock underlying the option, which amount represents the consideration paid if the exercise price per share of such option equals or exceeds $3.20.

6. This option was cancelled pursuant to the agreement and plan of merger dated as of September 24, 2008, by and among Lineage Power Holdings, Inc., a Delaware corporation, Birdie Merger Sub, Inc., a Delaware corporation, and issuer, in exchange for $0.01 per share of common stock underlying the option, which amount represents the consideration paid if the exercise price per share of such option equals or exceeds $3.20.

	/s/ Mukesh R. Patel	11/25/2008
	** 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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