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^*

Sass Lawrence Marc

(Last)

(First)

(Middle)

6835 VALJEAN AVENUE

(Street)

VAN NUYS

91406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEROKEE INC [ CHKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Regional President - Asia

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2011

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								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)
Common stock options	$23.12							04/07/2006	04/07/2011	Common stock	1,667		1,667	D
Common stock options	$23.12							04/07/2007	04/07/2011	Common stock	1,667		3,334	D
Common stock options	$34.62							06/30/2006	06/30/2012	Common stock	3,333		6,667	D
Common stock options	$34.62							06/30/2007	06/30/2012	Common Stock	3,333		10,000	D
Common stock options	$34.62							06/30/2008	06/30/2012	Common Stock	3,334		13,334	D
Common stock options	$22.7							08/21/2009	08/21/2015	Common Stock	6,666		20,000	D
Common stock options	$22.7							08/21/2010	08/21/2015	Common Stock	6,667		26,667	D
Common stock options	$22.7							08/21/2011	08/21/2015	Common Stock	6,667		33,334	D
Common stock options	$16.08							02/01/2011	02/01/2015	Common Stock	10,000		43,334	D
Common stock options	$16.08							02/01/2012	02/01/2015	Common Stock	10,000		53,334	D
Common stock options	$16.08							02/01/2013	02/01/2015	Common Stock	10,000		63,334	D
Comon Stock Options	$17.21	03/23/2011	03/23/2011	A		12,333		03/23/2012	03/23/2018	Common Stock	12,333	$17.21	75,667	D
Comon Stock Options	$17.21	03/23/2011	03/23/2011	A		12,333		03/23/2013	03/23/2018	Common Stock	12,333	$17.21	88,000	D
Comon Stock Options	$17.21	03/23/2011	03/23/2011	A		12,334		03/23/2014	03/23/2018	Common Stock	12,334	$17.21	100,334	D

Explanation of Responses:

Remarks:

On March 23, 2011 the Compensation Committee of Cherokee Inc. granted Mr. Sass 37,000 stock options as noted above.

	Mark DiSiena under POA for Lawrence M. Sass	03/24/2011
	** 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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