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 *

MILLNER THOMAS L 		2. Issuer Name and Ticker or Trading Symbol

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

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

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

3/10/2017
(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   3/10/2017     M    111720   A $8.68   273573   (1) D  
 
Common Stock   3/10/2017     F    63608   (2) D $46.12   209965   D  
 
Common Stock                  864   (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
Stock Option (right to buy)   $8.68   3/10/2017     M         111720      (4) 3/13/2017   Common Stock   111720   $0   0   D  
 

Explanation of Responses:
( 1)  Includes 5,585 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan.
( 2)  These shares were retained by the Company to discharge exercise price and 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 10, 2017, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on March 10, 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)  Option for 111,720 shares granted on March 13, 2009, that vested in three equal annual installments beginning on March 13, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLNER THOMAS L
C/O CABELA'S INCORPORATED
ONE CABELA DRIVE
SIDNEY,, NE 69160 		X
CEO

Signatures
Brent LaSure, Attorney-in-Fact 3/13/2017
** 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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