SEC FORM 4

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^*

MCCARTHY MICHAEL R

(Last)

(First)

(Middle)

C/O MCCARTHY GROUP, INC.

1125 SOUTH 103 STREET, SUITE 450

(Street)

OMAHA,

68124

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2004

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 (voting)	11/30/2004		J⁽¹⁾	V	391,085	D	⁽⁴⁾	0	I	By Outdoor G.P., LLC⁽⁵⁾
Common Stock (voting)	11/30/2004		J⁽²⁾	V	78,170	A	⁽⁴⁾	91,015	D
Common Stock (voting)	11/30/2004		J⁽³⁾	V	195,658	A	⁽⁴⁾	208,353	I	By McCarthy Capital Corporation⁽⁵⁾
Common Stock (voting)								1,003,226	I	By Fulcrum Growth Partners, L.L.C.⁽⁵⁾
Common Stock (voting)								750,000	I	By McCarthy Group, Inc.⁽⁵⁾
Common Stock (non-voting)								1,820,437	I	By McCarthy Group, Inc.⁽⁵⁾

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)

Explanation of Responses:

1. In prior reports, the Reporting Person reported indirect beneficial ownership of 391,085 shares of the common stock of the Issuer held by Outdoor G.P., LLC. Outdoor G.P., LLC has liquidated and distributed these shares to its members on a pro rata basis.

2. The Reporting Person received 78,170 shares of common stock of the Issuer from Outdoor G.P., LLC.

3. McCarthy Capital Corporation received 195,658 shares of common stock of the Issuer from Outdoor G.P., LLC.

4. A footnote has been inserted to satisfy the requirements to submit this Form 4 via the EDGAR system.

5. Outdoor G.P., LLC is an indirect wholly-owned subsidiary of McCarthy Group, Inc., or MGI. McCarthy Capital Corporation is a wholly-owned subsidiary of MGI. MGI is the managing member of Fulcrum Growth Partners, L.L.C. The Reporting Person, as the Chairman and principal shareholder of MGI may be deemed to share beneficial ownership of any securities of the Issuer that MGI may be deemed to beneficially own. The Reporting Person disclaims beneficial ownership of all securities of the Issuer that MGI may be deemed to beneficially own except to the extent of his pecuniary interest therein.

Remarks:

	Margaret L. Doyle, Attorney-in-Fact	12/02/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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