SEC Form 4 · accession 0001267130-15-000023
CABELAS INC · CAB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas L Millner
Officer — President & CEO · Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 5:48 pm EST
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 | Mar 2, 2015 | M | 750 | $55.46 | A | 128,871 | D | |
| Common StockF2 | Mar 2, 2015 | F | 255 | $55.46 | D | 128,616 | D | |
| Common Stock | Mar 2, 2015 | M | 594 | $55.46 | A | 129,210 | D | |
| Common StockF2 | Mar 2, 2015 | F | 204 | $55.46 | D | 129,006 | D | |
| Common Stock | Mar 2, 2015 | M | 507 | $55.46 | A | 129,513 | D | |
| Common StockF2 | Mar 2, 2015 | F | 174 | $55.46 | D | 129,339 | D | |
| Common Stock | Mar 2, 2015 | M | 5,250 | $55.46 | A | 134,589 | D | |
| Common StockF2 | Mar 2, 2015 | F | 1,795 | $55.46 | D | 132,794 | D | |
| Common Stock | Mar 2, 2015 | M | 4,157 | $55.46 | A | 136,951 | D | |
| Common StockF2 | Mar 2, 2015 | F | 1,422 | $55.46 | D | 135,529 | D | |
| Common Stock | Mar 2, 2015 | A | 3,525 | $55.46 | A | 139,054 | D | |
| Common StockF2 | Mar 2, 2015 | F | 1,206 | $55.46 | D | 137,848 | D | |
| Common StockF3 | holding | — | — | — | 430 | 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 | $63.78 | Mar 2, 2015 | A | 64,000 | A | — | Mar 2, 2023 | Common Stock | 64,000 | 64,000 | D |
| Stock Option (right to buy)F5 | $55.46 | Mar 2, 2015 | A | 27,650 | A | — | Mar 2, 2023 | Common Stock | 27,650 | 27,650 | D |
| Restricted Stock UnitsF6,F7 | — | Mar 2, 2015 | A | 2,100 | A | — | — | Common Stock | 2,100 | 2,100 | D |
| Restricted Stock UnitsF6,F8 | — | Mar 2, 2015 | M | 750 | D | — | — | Common Stock | 750 | 750 | D |
| Restricted Stock UnitsF6,F9 | — | Mar 2, 2015 | M | 594 | D | — | — | Common Stock | 594 | 1,187 | D |
| Restricted Stock UnitsF6,F10 | — | Mar 2, 2015 | M | 507 | D | — | — | Common Stock | 507 | 1,518 | D |
| Restricted Stock UnitsF6,F11 | — | Mar 2, 2015 | M | 5,250 | D | — | — | Common Stock | 5,250 | 5,250 | D |
| Restricted Stock UnitsF6,F12 | — | Mar 2, 2015 | M | 4,157 | D | — | — | Common Stock | 4,157 | 8,311 | D |
| Restricted Stock UnitsF6,F13 | — | Mar 2, 2015 | A | 10,575 | A | — | — | Common Stock | 10,575 | 10,575 | D |
Explanation of responses
- F1Includes 4,687 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan.
- F10Restricted stock units granted on March 2, 2014, that vest in four equal annual installments beginning on March 2, 2015.
- F11Performance-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.
- F12PBRSUs 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.
- F13PBRSUs 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.
- F2These 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.
- F3The number of shares allocated to the Reporting Person under the Issuer's 401(k) Plan is equal to his February 27, 2015, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on February 27, 2015. 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.
- F4The 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.
- F5The option vests in four equal annual installments beginning on March 2, 2016.
- F6Each restricted stock unit represents the contingent right to receive one share of common stock.
- F7Restricted stock units granted on March 2, 2015, that vest in four equal annual installments beginning on March 2, 2016.
- F8Restricted stock units granted on March 2, 2012, that vest in four equal annual installments beginning on March 2, 2013.
- F9Restricted stock units granted on March 2, 2013, that vest in four equal annual installments beginning on March 2, 2014.