Ownership Submission
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O CHEROKEE INC., 5990 SEPULVEDA BLVD SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
04/05/2016
(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

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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
Performance Stock Unit (1) 04/05/2016   A   10,000     (2)(3) 02/02/2019 Common Stock 10,000 $ 0 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stupp Henry
C/O CHEROKEE INC.
5990 SEPULVEDA BLVD SUITE 600
SHERMAN OAKS, CA 91411		       CEO  

Signatures

 Jason Boling under POA for Henry Stupp   04/07/2016
**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") upon achievement of specified performance criteria as described in notes (2) and (3).
(2) The performance stock units vest in up to three increments if the average closing price of the Company's Common Stock during the month preceding the end of the Company's fiscal year is at least (i) $18.58 for the Company's fiscal year ending January 28, 2017 ("Fiscal 2017"), (ii) $20.44 for the Company's fiscal year ending February 3, 2018 ("Fiscal 2018") and (iii) $22.48 for the Company's fiscal year ending February 2, 2019 ("Fiscal 2019"). 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 2017 the Company's average closing share price for the month preceding the end of Fiscal 2017 is below $18.58, no portion of the performance stock award will vest and one-third of the total shares subject to the award will roll forward for potential vesting in Fiscal 2018.
(3) Similarly, if both of the price targets for Fiscal 2017 and Fiscal 2018 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 2019 is at least $22.48.

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