SEC Form 4 · accession 0000899243-17-022559
CABELAS INC · CAB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott K Williams
Officer — PRESIDENT
Period of report
Sep 25, 2017
Accepted (ET)
Sep 25, 2017 · 4:26 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 25, 2017 | D | 30,090 | $61.50 | D | 0 | D | |
| Common StockF3,F2 | Sep 25, 2017 | D | 976 | $61.50 | D | 0 | I | by 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4,F5 | $35.17 | Sep 25, 2017 | D | 16,000 | D | — | Mar 2, 2020 | Common Stock | 16,000 | 0 | D |
| Stock Option (right to buy)F4,F6 | $50.91 | Sep 25, 2017 | D | 12,675 | D | — | Mar 2, 2021 | Common Stock | 12,675 | 0 | D |
| Stock Option (right to buy)F4,F7 | $55.46 | Sep 25, 2017 | D | 13,825 | D | — | Mar 2, 2023 | Common Stock | 13,825 | 0 | D |
| Stock Option (right to buy)F4,F8 | $48.40 | Sep 25, 2017 | D | 23,000 | D | — | Mar 2, 2024 | Common Stock | 23,000 | 0 | D |
| Restricted Stock UnitsF9,F10 | $0.00 | Sep 25, 2017 | D | 2,015 | D | — | — | Common Stock | 2,015 | 0 | D |
| Restricted Stock UnitsF9,F11 | $0.00 | Sep 25, 2017 | D | 4,161 | D | — | — | Common Stock | 4,161 | 0 | D |
| Restricted Stock UnitsF9,F12 | $0.00 | Sep 25, 2017 | D | 33,333 | D | — | — | Common Stock | 33,333 | 0 | D |
| Restricted Stock UnitsF9,F13 | $0.00 | Sep 25, 2017 | D | 10,875 | D | — | — | Common Stock | 10,875 | 0 | D |
Explanation of responses
- F1Includes 1,471 shares of common stock acquired under the issuer's Employee Stock Purchase Plan.
- F10Restricted stock units granted on March 2, 2014, that were to vest in four equal annual installments beginning on March 2, 2015.
- F11Restricted stock units granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016.
- F12Restricted stock units granted on February 8, 2016, that were to vest on February 8, 2020.
- F13Restricted stock units granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017.
- F2Disposed 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.
- F3The 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.
- F4Pursuant 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).
- F5Option for 16,000 shares granted on March 2, 2012, that vested in four equal annual installments beginning on March 2, 2013.
- F6Option for 12,675 shares granted on March 2, 2013, that vested in four equal annual installments beginning on March 2, 2014.
- F7Option for 13,825 shares granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016.
- F8Option for 23,000 shares granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017.
- F9Pursuant 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).