SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Baker Sean

(Last)

(First)

(Middle)

C/O CABELA'S INCORPORATED

ONE CABELA DRIVE

(Street)

SIDNEY,

69160

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013

3. Issuer Name and Ticker or Trading Symbol
CABELAS INC [ CAB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,997	D
Common Stock	1,398⁽¹⁾	I	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	05/15/2015	Common Stock	10,000	$22.37	D
Stock Option (right to buy)	⁽³⁾	05/13/2016	Common Stock	9,500	$15.25	D
Stock Option (right to buy)	⁽⁴⁾	03/02/2017	Common Stock	2,400	$8.01	D
Stock Option (right to buy)	⁽⁵⁾	03/02/2018	Common Stock	1,980	$16.18	D
Stock Option (right to buy)	⁽⁶⁾	03/02/2019	Common Stock	1,050	$26.89	D
Stock Option (right to buy)	⁽⁷⁾	03/02/2020	Common Stock	1,160	$35.17	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	726	⁽⁸⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	700	⁽⁸⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,160	⁽⁸⁾	D
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Common Stock	900	⁽⁸⁾	D

Explanation of Responses:

1. The number of shares allocated to the Reporting Person under the Issuer's 401(k) Plan is equal to his January 3, 2013, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on January 3, 2013. The Issuer's stock fund in its 401(k) Plan is unitized for those participants holding unrestricted stock and as such does not itself allocate a specific number of shares to participants.

2. Option for 10,000 shares granted on May 15, 2007, that vested in three equal annual installments beginning May 15, 2008.

3. Option for 9,500 shares granted on May 13, 2008, that vested in three equal annual installments beginning May 13, 2009.

4. Option for 2,400 shares granted on March 2, 2009, that vested in three equal annual installments beginning March 2, 2010.

5. Option for 1,980 shares granted on March 2, 2010, that vests in three equal annual installments beginning March 2, 2011.

6. Option for 1,050 shares granted on March 2, 2011, that vests in three equal annual installments beginning March 2, 2012.

7. Option for 1,160 shares granted on March 2, 2012, that vests in four equal annual installments beginning March 2, 2013.

8. Each restricted stock unit represents the contingent right to receive one share of common stock.

9. 2,180 restricted stock units granted on March 2, 2010, that vest in three equal annual installments beginning March 2, 2011.

10. 1,050 restricted stock units granted on March 2, 2011, that vest in three equal annual installments beginning March 2, 2012.

11. 1,160 restricted stock units granted on March 2, 2012, that vest in four equal annual installments beginning March 2, 2013.

12. 900 restricted stock units granted on August 20, 2012, that vest in four equal annual installments beginning August 20, 2013.

Remarks:

	Brent LaSure, Attorney-in-Fact	01/10/2013
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.