SEC Form 4 · accession 0001267130-15-000026

CABELAS INC · CAB

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

Reporting owner

Scott K Williams

Officer — Executive Vice President

Period of report

Mar 2, 2015

Accepted (ET)

Mar 4, 2015 · 6:02 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 Stock^F1	Mar 2, 2015	M	750	$55.46	A	13,393	D
Common Stock^F2	Mar 2, 2015	F	254	$55.46	D	13,139	D
Common Stock	Mar 2, 2015	M	594	$55.46	A	13,733	D
Common Stock^F2	Mar 2, 2015	F	204	$55.46	D	13,529	D
Common Stock	Mar 2, 2015	M	507	$55.46	A	14,036	D
Common Stock^F2	Mar 2, 2015	F	174	$55.46	D	13,862	D
Common Stock	Mar 2, 2015	M	1,750	$55.46	A	15,612	D
Common Stock^F2	Mar 2, 2015	F	618	$55.46	D	14,994	D
Common Stock	Mar 2, 2015	M	1,388	$55.46	A	16,382	D
Common Stock^F2	Mar 2, 2015	F	475	$55.46	D	15,907	D
Common Stock	Mar 2, 2015	A	1,513	$55.46	A	17,420	D
Common Stock^F2	Mar 2, 2015	F	518	$55.46	D	16,902	D
Common Stock^F3	holding	—	—		—	393	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	$55.46	Mar 2, 2015	A	13,825	A	—	Mar 2, 2023	Common Stock	13,825	13,825	D
Restricted Stock Units^F5,F6	—	Mar 2, 2015	A	2,100	A	—	—	Common Stock	2,100	2,100	D
Restricted Stock Units^F5,F7	—	Mar 2, 2015	M	750	D	—	—	Common Stock	750	750	D
Restricted Stock Units^F5,F8	—	Mar 2, 2015	M	594	D	—	—	Common Stock	594	1,187	D
Restricted Stock Units^F5,F9	—	Mar 2, 2015	M	507	D	—	—	Common Stock	507	1,518	D
Restricted Stock Units^F5,F10	—	Mar 2, 2015	M	1,750	D	—	—	Common Stock	1,750	1,750	D
Restricted Stock Units^F5,F11	—	Mar 2, 2015	M	1,388	D	—	—	Common Stock	1,388	2,774	D
Restricted Stock Units^F5,F12	—	Mar 2, 2015	A	4,537	A	—	—	Common Stock	4,537	4,537	D

Explanation of responses

F1Includes 1,471 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan.
F10Performance-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.
F11PBRSUs 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 December 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.
F12PBRSUs 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 option vests in four equal annual installments beginning on March 2, 2016.
F5Each restricted stock unit represents the contingent right to receive one share of common stock.
F6Restricted stock units granted on March 2, 2015, that vest in four equal annual installments beginning on March 2, 2016.
F7Restricted stock units granted on March 2, 2012, that vest in four equal annual installments beginning on March 2, 2013.
F8Restricted stock units granted on March 2, 2013, that vest in four equal annual installments beginning on March 2, 2014.
F9Restricted stock units granted on March 2, 2014, that vest in four equal annual installments beginning on March 2, 2015.