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 OF SECURITIES 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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(Print or Type Responses)

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 (Month/Day/Year) 07/16/2013 (Street) SHERMAN OAKS, CA 91411 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock               81,967 D   Common Stock               91,967 D   Common Stock               104,529 D   Common Stock               69,529 D

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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 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

01/31/2012

08/26/2016

Common Stock

18,750

18,750

D

Common Stock Options

$ 18.3

01/31/2013

08/26/2016

Common Stock

18,750

37,500

D

Common Stock Options

$ 18.3

01/31/2014

08/26/2016

Common Stock

18,750

56,250

D

Common Stock Options

$ 18.3

01/31/2015

08/26/2016

Common Stock

18,750

75,000

D

Common Stock Options

$ 18.3

01/31/2016

08/26/2016

Common Stock

18,750

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

Performance Stock Unit

(1)

07/16/2013

A

30,000

(2)(3)

01/30/2016

Common Stock

30,000

$ 0

213,750

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stupp Henry 5990 SEPULVEDA BLVD #600 SHERMAN OAKS, CA 91411	X		Chief Executive Officer

Signatures

Jason Boling under POA for Henry Stupp		07/18/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each performance stock unit represents a contingent right to receive one share of Common Stock of Cherokee Inc. (the "Company").
(2)	The performance units vest in up to three increments where the average closing price of the Company's common stock during the month preceding the end of the Company's fiscal year is (i) $15.35 for the Company's fiscal year ending February 1, 2014 ("Fiscal 2014"), (ii) $16.88 for the Company's fiscal year ending January 31, 2015 ("Fiscal 2015") and (iii) $18.57 for the Company's fiscal year ending January 30, 2016 ("Fiscal 2016"). If a price target is met, one-third of the shares subject to the award will vest. If such target is not met, one-third of the shares subject to the award will not vest and will roll over to the following fiscal year. For example, if at the end of Fiscal 2014 the Company's average closing share price for the month preceding the end of Fiscal 2014 is below $15.35, no portion of the performance stock award will vest and one-third of the total shares subject to the award will roll-forward for Fiscal 2015.
(3)	Similarly, if both of the targets for Fiscal 2014 and Fiscal 2015 are not met, all shares subject to the performance stock award may still vest in the event that the Company's average closing share price for the month preceding the end of Fiscal 2016 is at least $18.57.

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