Sec Form 4 Filing - Nawrocki Mark @ CHEROKEE INC - 2011-03-23

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 Nawrocki Mark 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 - Europe (Last) (First) (Middle) 6835 VALJEAN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2011 (Street) VAN NUYS, CA91406 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 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 (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 Option $ 22.7 08/21/2009 08/21/2015 Common Stock 5,000 5,000 D Common Stock Option $ 22.7 08/21/2010 08/21/2015 Common Stock 5,000 10,000 D Common Stock Option $ 22.7 08/21/2011 08/21/2015 Common Stock 5,000 15,000 D Common Stock Option $ 33.98 06/14/2006 06/13/2012 Common Stock 333 15,333 D Common Stock Option $ 33.98 06/14/2007 06/13/2012 Common Stock 8,333 23,666 D Common Stock Option $ 33.98 06/14/2008 06/13/2012 Common Stock 8,334 32,000 D Common Stock Option $ 16.08 02/01/2011 02/01/2015 Common Stock 10,000 42,000 D Common Stock Option $ 16.08 02/01/2012 02/01/2015 Common Stock 10,000 52,000 D Common Stock Option $ 16.08 02/01/2013 02/01/2015 Common Stock 10,000 62,000 D Common Stock Option $ 17.21 03/23/2011 03/23/2011 A 6,666 03/23/2012 03/23/2018 Common Stock 6,666 $ 17.21 68,666 D Common Stock Option $ 17.21 03/23/2011 03/23/2011 A 6,667 03/23/2013 03/23/2018 Common Stock 6,667 $ 17.21 75,333 D Common Stock Option $ 17.21 03/23/2011 03/23/2011 A 6,667 03/23/2014 03/23/2018 Common Stock 6,667 $ 17.21 82,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nawrocki Mark 6835 VALJEAN AVENUE VAN NUYS, CA91406 Regional President - Europe Signatures Mark DiSiena under POA for Mark Nawrocki 03/24/2011 Signature of Reporting Person Date

Explanation of Responses:

Remarks: On March 23, 2011 the Compensation Committee of Cherokee Inc. granted Mr. Nawrocki 20,000 stock options as noted above.

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 omissi ons of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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