SEC Form 4 · accession 0000899243-17-022535

CABELAS INC · CAB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Sep 25, 2017

Accepted (ET)

Sep 25, 2017 · 4:18 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001267130

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Sep 25, 2017	D	91,753	$61.50	D	D
Common Stock^F1	Sep 25, 2017	D	242,302	$61.50	D	I	by Highby Family, LLC
Common Stock^F2,F1	Sep 25, 2017	D	14,927	$61.50	D	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$61.23	Sep 25, 2017	D	5,000	D	Jun 5, 2015	Jun 5, 2022	Common Stock	5,000	D
Stock Option (right to buy)^F3	$51.35	Sep 25, 2017	D	3,047	D	Jun 4, 2016	Jun 4, 2023	Common Stock	3,047	D
Stock Option (right to buy)^F3	$50.45	Sep 25, 2017	D	3,139	D	Jun 6, 2017	Jun 6, 2024	Common Stock	3,139	D

F1Disposed 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.
F2Includes 14,595 shares of common stock and 332 shares of common stock held in the issuer's stock fund. The number of shares allocated to the Reporting Person in the issuer's stock fund 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.
F3Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, these stock options were automatically 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.