Sec Form 4 Filing - MILLNER THOMAS L @ CABELAS INC - 2017-09-25

Insider filing report for Changes in Beneficial Ownership
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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
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)
Chief Executive Officer
(Last) (First) (Middle)
C/O CABELAS INCORPORATED, ONE CABELA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/25/2017
(Street)
SIDNEY, NE69160
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 09/25/2017 D 209,965 ( 1 ) D $ 61.5 ( 2 ) 0 D
Common Stock 09/25/2017 D 977 ( 3 ) D $ 61.5 ( 2 ) 0 I by 401(k) Plan
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
Stock Option (right to buy) $ 16.18 09/25/2017 D 60,000 ( 4 )( 5 ) 03/02/2018 Common Stock 60,000 ( 4 ) 0 D
Stock Option (right to buy) $ 26.89 09/25/2017 D 40,000 ( 4 )( 6 ) 03/02/2019 Common Stock 40,000 ( 4 ) 0 D
Stock Option (right to buy) $ 35.17 09/25/2017 D 40,000 ( 4 )( 7 ) 03/02/2020 Common Stock 40,000 ( 4 ) 0 D
Stock Option (right to buy) $ 40.45 09/25/2017 D 64,000 ( 4 )( 8 ) 03/02/2020 Common Stock 64,000 ( 4 ) 0 D
Stock Option (right to buy) $ 50.91 09/25/2017 D 31,650 ( 4 )( 9 ) 03/02/2021 Common Stock 31,650 ( 4 ) 0 D
Stock Option (right to buy) $ 58.55 09/25/2017 D 64,000 ( 4 )( 10 ) 03/02/2021 Common Stock 64,000 ( 4 ) 0 D
Stock Option (right to buy) $ 55.46 09/25/2017 D 27,650 ( 4 )( 11 ) 03/02/2023 Common Stock 27,650 ( 4 ) 0 D
Stock Option (right to buy) $ 48.4 09/25/2017 D 70,000 ( 4 )( 12 ) 03/02/2024 Common Stock 70,000 ( 4 ) 0 D
Stock Option (right to buy) $ 55.66 09/25/2017 D 64,000 ( 4 )( 13 ) 03/02/2024 Common Stock 64,000 ( 4 ) 0 D
Restricted Stock Units $ 0 09/25/2017 D 4,029 ( 14 )( 15 ) ( 15 ) Common Stock 4,029 ( 14 ) 0 D
Restricted Stock Units $ 0 09/25/2017 D 8,300 ( 14 )( 16 ) ( 16 ) Common Stock 8,300 ( 14 ) 0 D
Restricted Stock Units $ 0 09/25/2017 D 32,250 ( 14 )( 17 ) ( 17 ) Common Stock 32,250 ( 14 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILLNER THOMAS L
C/O CABELAS INCORPORATED
ONE CABELA DRIVE
SIDNEY, NE69160
X Chief Executive Officer
Signatures
Brent LaSure, Attorney-in-Fact 09/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 5,585 shares of common stock acquired under the issuer's Employee Stock Purchase Plan.
( 2 )Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated October 3, 2016, as amended by the Amendment to Agreement and Plan of Merger, dated April 17, 2017, and as otherwise amended from time to time (the "Merger Agreement"), by and among issuer, Bass Pro Group, LLC, and Prairie Merger Sub, Inc., in exchange for a cash payment of $61.50 per share.
( 3 )The number of shares allocated to the Reporting Person under the issuer's 401(k) Plan is equal to his September 18, 2017, account balance in the issuer's stock fund divided by the closing price of the issuer's common stock on September 18, 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 )Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, these stock options were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the number of common shares subject to such stock option multiplied by (ii) the excess, if any, of (A) $61.50 over (B) the exercise price per common share of such stock option (less any withholding taxes).
( 5 )Option for 60,000 shares granted on March 2, 2010, that vested in three equal annual installments beginning on March 2, 2011.
( 6 )Option for 40,000 shares granted on March 2, 2011, that vested in three equal annual installments beginning on March 2, 2012.
( 7 )Option for 40,000 shares granted on March 2, 2012, that vested in four equal annual installments beginning on March 2, 2013.
( 8 )Option for 64,000 shares granted on March 2, 2012, that were to vest in three equal annual installments beginning on March 2, 2017.
( 9 )Option for 31,650 shares granted on March 2, 2013, that vested in four equal annual installments beginning on March 2, 2014.
( 10 )Option for 64,000 shares granted on March 2, 2013, that were to vest in three equal annual installments beginning on March 2, 2017.
( 11 )Option for 27,650 shares granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016.
( 12 )Option for 70,000 shares granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017.
( 13 )Option for 64,000 shares granted on March 2, 2016, that were to vest in three equal annual installments beginning on March 2, 2017.
( 14 )Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, these restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the number of such restricted stock units multiplied by (ii) $61.50 (less any withholding taxes).
( 15 )Restricted stock units granted on March 2, 2014, that were to vest in four equal annual installments beginning on March 2, 2015.
( 16 )Restricted stock units granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016.
( 17 )Restricted stock units granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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