Millner Thomas L Form 4 CABELAS / THOMAS L MILLNER ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILLNER THOMAS L

(Last)

(First)

(Middle)

C/O CABELA'S INCORPORATED

ONE CABELA DRIVE

(Street)

SIDNEY,

69160

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2016

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2016		M		750	A	$48.4	133,809⁽¹⁾	D
Common Stock	03/02/2016		F		236⁽²⁾	D	$48.4	133,573	D
Common Stock	03/02/2016		M		594	A	$48.4	134,167	D
Common Stock	03/02/2016		F		191⁽²⁾	D	$48.4	133,976	D
Common Stock	03/02/2016		M		507	A	$48.4	134,483	D
Common Stock	03/02/2016		F		165⁽²⁾	D	$48.4	134,318	D
Common Stock	03/02/2016		M		525	A	$48.4	134,843	D
Common Stock	03/02/2016		F		170⁽²⁾	D	$48.4	134,673	D
Common Stock	03/02/2016		M		5,250	A	$48.4	139,923	D
Common Stock	03/02/2016		F		1,699⁽²⁾	D	$48.4	138,224	D
Common Stock	03/02/2016		M		4,157	A	$48.4	142,381	D
Common Stock	03/02/2016		F		1,345⁽²⁾	D	$48.4	141,036	D
Common Stock	03/02/2016		M		3,525	A	$48.4	144,561	D
Common Stock	03/02/2016		F		1,141⁽²⁾	D	$48.4	143,420	D
Common Stock	03/02/2016		A		3,625	A	$48.4	147,045	D
Common Stock	03/02/2016		F		1,173⁽²⁾	D	$48.4	145,872	D
Common Stock								627⁽³⁾	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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$55.66	03/02/2016		A		64,000		⁽⁴⁾	03/02/2024	Common Stock	64,000	$0	64,000	D
Stock Option (right to buy)	$48.4	03/02/2016		A		70,000		⁽⁵⁾	03/02/2024	Common Stock	70,000	$0	70,000	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		A		5,000		⁽⁷⁾	⁽⁷⁾	Common Stock	5,000	$0	5,000	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		M			750	⁽⁸⁾	⁽⁸⁾	Common Stock	750	$0	0	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		M			594	⁽⁹⁾	⁽⁹⁾	Common Stock	594	$0	593	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		M			507	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	507	$0	1,011	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		M			525	⁽¹¹⁾	⁽¹¹⁾	Common Stock	525	$0	1,575	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		M			5,250	⁽¹²⁾	⁽¹²⁾	Common Stock	5,250	$0	0	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		M			4,157	⁽¹³⁾	⁽¹³⁾	Common Stock	4,157	$0	4,154	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		M			3,525	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	3,525	$0	7,050	D
Restricted Stock Units	⁽⁶⁾	03/02/2016		A		10,875		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	10,875	$0	10,875	D

Explanation of Responses:

1. Includes 5,233 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 February 29, 2016, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on February 29, 2016. 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. The premium-priced option vests in three equal annual installments beginning on March 2, 2017. The Compensation Committee of the Issuer's Board of Directors granted the premium-priced option to Mr. Millner with a multi-year performance horizon to drive continued strong financial and strategic results for the Issuer and to incent Mr. Millner to dedicate the remainder of his career to the success of the Issuer.

5. The option vests in four equal annual installments beginning on March 2, 2017.

6. Each restricted stock unit represents the contingent right to receive one share of common stock.

7. Restricted stock units granted on March 2, 2016, that vest in four equal annual installments beginning on March 2, 2017.

8. Restricted stock units granted on March 2, 2012, that vest in four equal annual installments beginning on March 2, 2013.

9. Restricted stock units granted on March 2, 2013, that vest in four equal annual installments beginning on March 2, 2014.

10. Restricted stock units granted on March 2, 2014, that vest in four equal annual installments beginning on March 2, 2015.

11. Restricted stock units granted on March 2, 2015, that vest in four equal annual installments beginning on March 2, 2016.

12. Performance-based restricted stock units ("PBRSUs") granted on March 2, 2012, that vest in four equal annual installments beginning on March 2, 2013, subject to the satisfaction of a performance criteria for the fiscal year ended December 29, 2012. The performance criteria for fiscal 2012 was certified as being met on March 2, 2013, resulting in one-fourth of the PBRSUs vesting and three-fourths of the PBRSUs becoming a derivative security subject to time vesting.

13. 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 Deceimber 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.

14. 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.

15. PBRSUs granted on March 2, 2015, 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 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.

Remarks:

	Brent LaSure, Attorney-in-Fact	03/03/2016
	** 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).
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Millner Thomas L Form 4CABELAS / THOMAS L MILLNER ownership change