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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Baldwin Charles
2. Issuer Name and Ticker or Trading Symbol

CABELAS INC [ CAB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

C/O CABELA'S INCORPORATED, ONE CABELA DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2017
(Street)

SIDNEY,, NE 69160
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/2/2017     M    593   A $47.66   71498   (1) D  
 
Common Stock   3/2/2017     F    224   (2) D $47.66   71274   D  
 
Common Stock   3/2/2017     M    507   A $47.66   71781   D  
 
Common Stock   3/2/2017     F    191   (2) D $47.66   71590   D  
 
Common Stock   3/2/2017     M    525   A $47.66   72115   D  
 
Common Stock   3/2/2017     F    181   (2) D $47.66   71934   D  
 
Common Stock   3/2/2017     M    625   A $47.66   72559   D  
 
Common Stock   3/2/2017     F    203   (2) D $47.66   72356   D  
 
Common Stock   3/2/2017     M    986   A $47.66   73342   D  
 
Common Stock   3/2/2017     F    311   (2) D $47.66   73031   D  
 
Common Stock   3/2/2017     M    1175   A $47.66   74206   D  
 
Common Stock   3/2/2017     F    378   (2) D $47.66   73828   D  
 
Common Stock   3/2/2017     M    1557   A $47.66   75385   D  
 
Common Stock   3/2/2017     F    504   (2) D $47.66   74881   D  
 
Common Stock   3/2/2017     A    2125   A $47.66   77006   D  
 
Common Stock   3/2/2017     F    688   (2) D $47.66   76318   D  
 
Common Stock                  1912   (3) I   by 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units     (4) 3/2/2017     M         593      (5)   (5) Common Stock   593   $0   0   D  
 
Restricted Stock Units     (4) 3/2/2017     M         507      (6)   (6) Common Stock   507   $0   504   D  
 
Restricted Stock Units     (4) 3/2/2017     M         525      (7)   (7) Common Stock   525   $0   1050   D  
 
Restricted Stock Units     (4) 3/2/2017     M         625      (8)   (8) Common Stock   625   $0   1875   D  
 
Restricted Stock Units     (4) 3/2/2017     M         986      (9)   (9) Common Stock   986   $0   0   D  
 
Restricted Stock Units     (4) 3/2/2017     M         1175      (10)   (10) Common Stock   1175   $0   1175   D  
 
Restricted Stock Units     (4) 3/2/2017     M         1557      (11)   (11) Common Stock   1557   $0   3111   D  
 
Restricted Stock Units     (4) 3/2/2017     A      6375         (12)   (12) Common Stock   6375   $0   6375   D  
 

Explanation of Responses:
( 1)  Includes 1,197 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan.
( 2)  These shares were retained by the Company to discharge withholding tax obligations of the Reporting Person and do not constitute an actual sale or other open-market transaction.
( 3)  The number of shares allocated to the Reporting Person under the Issuer's 401(k) Plan is equal to his March 2, 2017, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on March 2, 2017. The Issuer's stock fund in its 401(k) Plan is unitized and as such does not itself allocate a specific number of shares to participants.
( 4)  Each restricted stock unit represents the contingent right to receive one share of common stock.
( 5)  Restricted stock units granted on March 2, 2013, that vest in four equal annual installments beginning on March 2, 2014.
( 6)  Restricted stock units granted on March 2, 2014, that vest in four equal annual installments beginning on March 2, 2015.
( 7)  Restricted stock units granted on March 2, 2015, that vest in four equal annual installments beginning on March 2, 2016.
( 8)  Restricted stock units granted on March 2, 2016, that vest in four equal annual installments beginning on March 2, 2017.
( 9)  Performance-based restricted stock units ("PBRSUs") granted on March 2, 2013, that vest in four equal annual installments beginning on March 2, 2014, subject to the satisfaction of a performance criteria for the fiscal year ended December 28, 2013. The performance criteria for fiscal 2013 was certified as being met on March 2, 2014, resulting in one-fourth of the PBRSUs vesting and three-fourths of the PBRSUs becoming a derivative security subject to time vesting.
( 10)  PBRSUs granted on March 2, 2014, that vest in four equal annual installments beginning on March 2, 2015, subject to the satisfaction of a performance criteria for the fiscal year ended December 27, 2014. The performance criteria for fiscal 2014 was certified as being met on March 2, 2015, resulting in one-fourth of the PBRSUs vesting and three-fourths of the PBRSUs becoming a derivative security subject to time vesting.
( 11)  PBRSUs granted on March 2, 2015, that vest in four equal annual installments beginning on March 2, 2016, subject to the satisfaction of a performance criteria for the fiscal year ended January 2, 2016. The performance criteria for fiscal 2015 was certified as being met on March 2, 2016, resulting in one-fourth of the PBRSUs vesting and three-fourths of the PBRSUs becoming a derivative security subject to time vesting.
( 12)  PBRSUs granted on March 2, 2016, that vest in four equal annual installments beginning on March 2, 2017, subject to the satisfaction of a performance criteria for the fiscal year ended December 31, 2016. The performance criteria for fiscal 2016 was certified as being met on March 2, 2017, resulting in one-fourth of the PBRSUs vesting and three-fourths of the PBRSUs becoming a derivative security subject to time vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Baldwin Charles
C/O CABELA'S INCORPORATED
ONE CABELA DRIVE
SIDNEY,, NE 69160


Executive Vice President

Signatures
Brent LaSure, Attorney-in-Fact 3/3/2017
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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