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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MURRAY STEPHEN (Last) (First) (Middle) C/O CCMP CAPITAL ADVISORS LLC 245 PARK AVENUE 16TH FLOOR (Street) NEW YORK NY 10167 (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) 03/14/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/15/2007	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock (non-voting)	03/14/2007		S		3,505,412	D	$24	0	I	See Footnote(1)
Common Stock (non-voting)	03/14/2007		S		234,807	D	$24	0	I	See Footnote(2)
Common Stock (non-voting)	03/14/2007		S		117,882	D	$24	0	I	See Footnote(3)
Common Stock (non-voting)	03/14/2007		S		79,506	D	$24	0	I	See Footnote(4)
Common Stock (non-voting)	03/14/2007		S		36,078	D	$24	0	I	See Footnote(5)
Common Stock (non-voting)	03/14/2007		S		13,183	D	$24	0	I	See Footnote(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$17.9							12/15/2006	12/15/2015	Common Stock	2,000		2,000	D(7)

Explanation of Responses:

1. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("JPMP BHCA"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of JPMP Master Fund Manager ("MF Manager"), the general partner of JPMP BHCA. The actual pro rata portion of beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP BHCA and MF Manager. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any.

2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P., ("J.P. Morgan Global"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, which is a limited partner of JPMP Global Investors, L.P. ("JPMP Global Investors"), the general partner of J.P. Morgan Global. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within J.P. Morgan Global, JPMP Global Investors and MF Manager. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any.

3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is limited partner of MF Manager, which is a limited partner of JPMP Global Investors, the general partner of Cayman. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within Cayman, JPMP Global Investors and MF Manager. The Reporting Person disclaims beneficial ownership of the securities to the extent of his pecuniary interest therein, if any.

4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. ("Selldown"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, which is a limited partner of JPMP Global Investors, the general partner of Selldown. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within Selldown, JPMP Global Investors and MF Manager. The Reporting Person disclaims beneficial ownership of the securities to the extent of his pecuniary interest therein, if any.

5. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P., ("Investors A"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, which is a limited partner of JPMP Global Investors, the general partner of Investors A. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within Investors A, JPMP Global Investors and MF Manager. The Reporting Person disclaims beneficial ownership of the securities to the extent of his pecuniary interest therein, if any.

6. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, which is a limited partner of JPMP Global Investors, the general partner of Cayman II. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within Cayman II, JPMP Global Investors and MF Manager. The Reporting Person disclaims beneficial ownership of the securities to the extent of his pecuniary interest therein, if any.

7. These options were granted to the Reporting Person under the Issuer's 2004 Stock Plan. The Reporting Person is obligated to transfer any shares issued under the option to JPM BHCA.

	/s/ Stephen P. Murray	03/14/2007
	** 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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