Sec Form 4/A Filing - MARGOLIS ROBERT @ CHEROKEE INC - 2011-01-28

FORM 4/A 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 MARGOLIS ROBERT 2. Issuer Name and Ticker or Trading Symbol CHEROKEE INC [ CHKE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (1) (Last) (First) (Middle) 6835 VALJEAN AVE 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2011 (Street) VAN NUYS, CA91406 4. If Amendment, Date Original Filed (MM/DD/YY) 02/01/2011 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 583,087 D Common Stock 135,000 I By Newstar Group, dba The Wilstar Group Common Stock 160,000 I By BMAC Enterprises, LP Common Stock 01/28/2011 01/28/2011 D 160,000 D $ 18.15 0 I By BMAC Enterprises, LP Common Stock 01/28/2011 01/28/2011 D 135,000 D $ 18.15 0 I By Newstar Group, dba The Wilstar Group Common Stock 01/28/2011 01/28/2011 D 90,000 D $ 18.15 493,087 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. Transa ction 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 $ 18.49 01/28/2011 06/04/2015 Common Stock 50,000 50,000 D Common Stock Options $ 18.49 01/28/2011 06/04/2015 Common Stock 50,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARGOLIS ROBERT 6835 VALJEAN AVE VAN NUYS, CA91406 X X Executive Chairman (1) Signatures Mark DiSiena under POA for Robert Margolis 02/28/2011 Signature of Reporting Person Date

Explanation of Responses:

Remarks: The purpose of this amendment is to correct certain inadvertent errors contained in the original Form 4 filed with the Securities and Exchange Commission ("SEC") on February 1, 2011. (1) As previously reported on Cherokee Inc.'s ("Cherokee") Current Report on Form 8-K, which was filed with the SEC on January 31, 2011, Robert Margolis resigned his positions as Executive Chairman and as a director of Cherokee on January 28, 2011. In connection with Mr. Margolis' resignation, Mr. Margolis and Cherokee entered into a Separation Agreement ("Separation Agreement"). Pursuant to the Separation Agreement, Cherokee or its designees agreed to purchase from Mr. Margolis or his assigns a total of 460,000 shares of Cherokee's Common Stock at a per share price of $18.15. Accordingly, on February 7, 2011, (i) The Robert Margolis Living Trust dtd 4/6/94, of which Mr. Margolis is the trustee, sold to Cherokee 90,000 shares of its Common Stock, (ii) BMAC Enterprises, LP, of which Robert Margolis is the general partner, sold to Cherokee 160,000 shares of its Common Stock, (iii) The Newstar Group Inc., dba The Wilstar Group sold to Cherokee 135,000 shares of its Common Stock and (iv) The Robert Margolis Foundation ("Foundation"), of which Mr. Margolis does not have a pecuniary interest and expressly disclaims beneficial ownership, sold to Cherokee 15,000 shares of its Common Stock. In addition, and pursuant to the Separation Agreement (i) on February 7, 2011, the Foundation sold 50,000 shares of Cherokee's Common Stock to Cherokee's chairman, Jess Ravich and (ii) on February 17, 2011, the Foundation sold 10,000 shares of Cherokee's Common Stock to Cherokee's CEO, Henry Stupp. In addition, pursuant to the Separation Agreement, Mr. Margolis' outstanding option to purchase up to 100,000 shares of Cherokee's Common Stock became fully vested and exercisable. Following such transactions, Mr. Margolis beneficially owns a total of 493,087 shares of Cherokee's Common Stock.

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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