SC 13G/A

0001193125-15-050889.txt : 20150223 0001193125-15-050889.hdr.sgml : 20150223 20150217211933 ACCESSION NUMBER: 0001193125-15-050889 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150223 GROUP MEMBERS: CABELA'S FAMILY, LLC GROUP MEMBERS: MARY A CABELA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABELAS INC CENTRAL INDEX KEY: 0001267130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 200486586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80370 FILM NUMBER: 15625815 BUSINESS ADDRESS: STREET 1: ONE CABELA DRIVE CITY: SIDNEY STATE: NE ZIP: 69160 BUSINESS PHONE: 308-254-5505 MAIL ADDRESS: STREET 1: ONE CABELA DRIVE CITY: SIDNEY STATE: NE ZIP: 69160 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CABELA RICHARD N CENTRAL INDEX KEY: 0001292776 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: ONE CABELA DRIVE CITY: SIDNEY STATE: NE ZIP: 69160 SC 13G/A 1 d876684dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Cabela’s Incorporated

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

126804 30 1

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 126804 30 1


1	Name of reporting persons. I.R.S. Identification No. of above person (entities only). Richard N. Cabela
2	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization U.S.A.
Number of shares beneficially owned by each reporting person with:		5	Sole voting power: 0⁽¹⁾
		6	Shared voting power: 0
		7	Sole dispositive power: 0⁽¹⁾
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person 0
10	Check if the aggregate amount in Row (9) excludes certain shares ¨
11	Percent of class represented by amount in Row (9) 0%
12	Type of reporting person IN

⁽¹⁾	Mr. Cabela passed away on February 17, 2014.


CUSIP No. 126804 30 1


1	Name of reporting persons. I.R.S. Identification No. of above person (entities only). Mary A. Cabela
2	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization U.S.A.
Number of shares beneficially owned by each reporting person with:		5	Sole voting power: 17⁽¹⁾
		6	Shared voting power: 0
		7	Sole dispositive power: 17⁽¹⁾
		8	Shared dispositive power: 0
9	Aggregate amount beneficially owned by each reporting person 17
10	Check if the aggregate amount in Row (9) excludes certain shares ¨
11	Percent of class represented by amount in Row (9) 0%
12	Type of reporting person IN

⁽¹⁾

Includes 17 shares of common stock held in the Cabela’s Incorporated 401(k) Savings Plan, consisting of 17 shares of common stock held in the Issuer’s stock fund. The number of shares allocated to Mrs. Cabela in the Issuer’s stock fund is equal to her December 31, 2014, account balance in the Issuer’s stock fund divided by the closing price of the Issuer’s common stock on December 31, 2014. 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.


CUSIP No. 126804 30 1


1	Name of reporting persons. I.R.S. Identification No. of above person (entities only). Cabela’s Family, LLC 47-0826737
2	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization State of Nebraska
Number of shares beneficially owned by each reporting person with:		5	Sole voting power: 5,753,211
		6	Shared voting power: -0-
		7	Sole dispositive power: 5,753,211
		8	Shared dispositive power: -0-
9	Aggregate amount beneficially owned by each reporting person 5,753,211
10	Check if the aggregate amount in Row (9) excludes certain shares ¨
11	Percent of class represented by amount in Row (9) 8.1%
12	Type of reporting person OO

Item 1.

Name of Issuer:

Cabela’s Incorporated (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

One Cabela Drive

Sidney, NE 69160

Item 2.

Name of Person Filing:

(1) Richard N. Cabela (“Mr. Cabela”); (2) Mary A. Cabela (“Mrs. Cabela”); and (3) Cabela’s Family, LLC (the “LLC”)

Address of Principal Business Office:

(1)

Mr. Cabela:

Richard N. Cabela

One Cabela Drive

Sidney, NE 69160

(2)

Mrs. Cabela:

Mary A. Cabela

One Cabela Drive

Sidney, NE 69160

(3)

The LLC:

Cabela’s Family, LLC

One Cabela Drive

Sidney, NE 69160

Citizenship:

(1)

Mr. Cabela:

United States of America

(2)

Mrs. Cabela:

United States of America

(3)

The LLC:

State of Nebraska, U.S.A.

Title of Class of Securities:

Common Stock, par value $0.01

CUSIP Number:

126804 30 1

Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n): N/A


a.	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

b.	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

c.	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

d.	¨	Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8);

e.	¨	Investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E);

f.	¨	Employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F);

g.	¨	Parent holding company or control person in accordance with section 240.13d-1(b)(ii)(G);

h.	¨	Savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

i.	¨	Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

j.	¨	Non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J);

k.	¨	Group, in accordance with section 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

a.	Amount Beneficially Owned:

(1)

Mr. Cabela: 0

(2)

Mrs. Cabela: 17

(3)

The LLC: 5,753,211

b.	Percent of Class:

(1)

Mr. Cabela: 0%

(2)

Mrs. Cabela: 0%

(3)

The LLC: 8.1%

c.	Number of shares as to which such person has:

Sole power to vote or to direct the vote:

(1)

Mr. Cabela: -0-

(2)

Mrs. Cabela: 17

(3)

The LLC: 5,753,211

ii.

Shared power to vote or to direct the vote:

(1)

Mr. Cabela: -0-

(2)

Mrs. Cabela: -0-

(3)

The LLC: -0-

iii.

Sole power to dispose or to direct the disposition of:

(1)

Mr. Cabela: -0-

(2)

Mrs. Cabela: 17

(3)

The LLC: 5,753,211

iv.

Shared power to dispose or to direct the disposition of:

(1)

Mr. Cabela: -0-

(2)

Mrs. Cabela: -0-

(3)

The LLC: -0-

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Mr. Cabela passed away on February 17, 2014. Mrs. Cabela no longer beneficially owns five percent of the class of securities.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Other than as described in Item 4, the members of the LLC (which consist of Mrs. Cabela and certain trusts created for the benefit of Mrs. Cabela and her children) have the right to receive the dividends from, or the proceeds from the sale of, the 5,753,211 shares of the Issuer’s Class A Common Stock held by the LLC.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certifications

N/A

Exhibits:


Exhibit 1:		Joint Filing Agreement

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2015


/s/ Mary A. Cabela
Mary A. Cabela, individually and as Personal Representative of the Estate of Richard N. Cabela

CABELA’S FAMILY, LLC

By:		/s/ Mary A. Cabela
		Mary A. Cabela, Authorized Representative

EX-99.1 2 d876684dex991.htm EX-99.1 EX-99.1

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 (the “Act”), the undersigned hereby agree to file jointly the Statement on Schedule 13G with respect to the securities of Cabela’s Incorporated, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto. In evidence thereof, the undersigned hereby execute this agreement as of the 11th day of February, 2005.


/s/ Richard N. Cabela
Richard N. Cabela

/s/ Mary A. Cabela
Mary A. Cabela

CABELA’S FAMILY, LLC

By:		/s/ Richard N. Cabela
		Richard N. Cabela, Manager

By:		/s/ Mary A. Cabela Mary A. Cabela, Manager