Sec Form 4 Filing - Stupp Henry @ CHEROKEE INC - 2012-10-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stupp Henry
2. Issuer Name and Ticker or Trading Symbol
CHEROKEE INC [ CHKE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
5990 SEPULVEDA BLVD #600
3. Date of Earliest Transaction (MM/DD/YY)
10/19/2012
(Street)
SHERMAN OAKS, CA91411
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 81,967 D
Common Stock 91,967 D
Common Stock 104,529 D
Common Stock 10/19/2012 10/19/2012 S 35,000 D $ 14.3 69,529 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Options $ 18.3 07/26/2012 J V 18,750 01/31/2012 08/26/2016 Common Stock 18,750 $ 18.3 18,750 D
Common Stock Options $ 18.3 07/26/2012 J V 18,750 01/31/2013 08/26/2016 Common Stock 18,750 $ 18.3 37,500 D
Common Stock Options $ 18.3 07/26/2012 J V 18,750 01/31/2014 08/26/2016 Common Stock 18,750 $ 18.3 56,250 D
Common Stock Options $ 18.3 07/26/2012 J V 18,750 01/31/2015 08/26/2016 Common Stock 18,750 $ 18.3 75,000 D
Common Stock Options $ 18.3 07/26/2012 J V 18,750 01/31/2016 08/26/2016 Common Stock 18,750 $ 18.3 93,750 D
Common Stock Options $ 13.06 06/18/2013 06/18/2019 Common Stock 30,000 123,750 D
Common Stock Options $ 13.06 06/18/2014 06/18/2019 Common Stock 30,000 153,750 D
Common Stock Options $ 13.06 06/18/2015 06/18/2019 Common Stock 30,000 183,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stupp Henry
5990 SEPULVEDA BLVD #600
SHERMAN OAKS, CA91411
X Chief Executive Officer
Signatures
Mark DiSiena under POA for Henry Stupp 10/23/2012
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
On October 19, 2012, Mr. Stupp sold 35,000 shares of Cherokee common stock at a per share price of $14.30 (excluding a $0.05 broker charge) for total proceeds to Mr. Stupp of $500,500.On July 26, 2012, Mr. Stupp transferred 50% of the 187,500 stock options (the "2010 Option") subject to his prior stock option grant dated August 26, 2010. Such options were transferred to Mr. Stupp's ex-wife pursuant to a marital property settlement. Such transferred options remain subject to the vesting conditions and other terms applicable to the 2010 Option.

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