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, LLC

1601 DODGE STREET, SUITE 3800

(Street)

OMAHA,

68102

(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)
05/16/2007

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	05/17/2007		J⁽¹⁾	V	253,226	D	$0⁽⁶⁾	0	I	By Fulcrum Growth Partners, L.L.C.⁽⁵⁾
Common Stock	05/17/2007		J⁽²⁾	V	208,353	D	$0⁽⁶⁾	0	I	By McCarthy Capital Corporation⁽⁵⁾
Common Stock	05/17/2007		J⁽³⁾	V	461,579	A	$0⁽⁶⁾	3,032,016⁽⁴⁾	I	By MGI Holdings, Inc.⁽⁵⁾
Common Stock								91,015	D

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)
Stock Option (right to buy)	$22.32	05/16/2007		A		2,000		05/16/2008	05/16/2017	Common Stock	2,000	$0⁽⁷⁾	2,000	D

Explanation of Responses:

1. In prior reports, the Reporting Person reported indirect beneficial ownership of 253,226 shares of the Issuer's common stock held by Fulcrum Growth Partners, L.L.C., or Fulcrum. Fulcrum has distributed these shares, all of which were allocable to MGI Holdings, Inc.'s, or MGI's, interest in Fulcrum, to MGI.

2. In prior reports, the Reporting Person reported indirect beneficial ownership of 208,353 shares of the Issuer's common stock held by McCarthy Capital Corporation, or MCC. MCC has distributed these shares to MGI.

3. MGI received 253,226 shares of the Issuer's common stock from Fulcrum and 208,353 shares of the Issuer's common stock from MCC.

4. Includes 1,820,437 shares of the Issuer's common stock which MGI converted from non-voting common stock of the Issuer to voting common stock of the Issuer effective May 17, 2007.

5. MGI is a wholly-owned subsidiary of McCarthy Group, LLC, or MGL. MGI is the managing member of Fulcrum. MCC is a wholly-owned subsidiary of MGI. The Reporting Person, as Chairman and principal unitholder of MGL, may be deemed to share beneficial ownership of any securities of the Issuer that MGL may be deemed to beneficially own. The Reporting Person disclaims beneficial ownership of all securities of the Issuer that MGL may be deemed to beneficially own except to the extent of his pecuniary interest therein.

6. $0 has been added to satisfy the requirement to submit this Form 4 via the EDGAR system.

7. The derivative security is a stock option granted under the Issuer's 2004 Stock Plan. $0 been added to satisfy the requirement to submit this Form 4 via the EDGAR system.

Remarks:

	Brent LaSure, Attorney-in-Fact	05/18/2007
	** 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).
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