0001267130-14-000040.txt : 20140304 0001267130-14-000040.hdr.sgml : 20140304 20140304193233 ACCESSION NUMBER: 0001267130-14-000040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140302 FILED AS OF DATE: 20140304 DATE AS OF CHANGE: 20140304 ISSUER: 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: 0101 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLNER THOMAS L CENTRAL INDEX KEY: 0001229121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32227 FILM NUMBER: 14666888 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-03-02 0001267130 CABELAS INC CAB 0001229121 MILLNER THOMAS L C/O CABELA'S INCORPORATED ONE CABELA DRIVE SIDNEY, NE 69160 1 1 0 0 President & CEO Common Stock 2014-02-27 5 G 0 7564 0 D 115848 D Common Stock 2014-03-02 4 M 0 1000 66.32 A 116848 D Common Stock 2014-03-02 4 F 0 333 66.32 D 116515 D Common Stock 2014-03-02 4 M 0 750 66.32 A 117265 D Common Stock 2014-03-02 4 F 0 257 66.32 D 117008 D Common Stock 2014-03-02 4 M 0 594 66.32 A 117602 D Common Stock 2014-03-02 4 F 0 204 66.32 D 117398 D Common Stock 2014-03-02 4 M 0 7000 66.32 A 124398 D Common Stock 2014-03-02 4 F 0 2376 66.32 D 122022 D Common Stock 2014-03-02 4 M 0 5250 66.32 A 127272 D Common Stock 2014-03-02 4 F 0 1795 66.32 D 125477 D Common Stock 2014-03-02 4 A 0 4157 66.32 A 129634 D Common Stock 2014-03-02 4 F 0 1958 66.32 D 127676 D Common Stock 258 I by 401(k) Plan Stock Option (right to buy) 76.27 2014-03-02 4 A 0 64000 0 A 2022-03-02 Common Stock 64000 64000 D Stock Option (right to buy) 66.32 2014-03-02 4 A 0 26850 0 A 2022-03-02 Common Stock 26850 26850 D Restricted Stock Units 2014-03-02 4 A 0 2025 0 A Common Stock 2025 2025 D Restricted Stock Units 2014-03-02 4 M 0 1000 0 D Common Stock 1000 0 D Restricted Stock Units 2014-03-02 4 M 0 750 0 D Common Stock 750 1500 D Restricted Stock Units 2014-03-02 4 M 0 594 0 D Common Stock 594 1781 D Restricted Stock Units 2014-03-02 4 M 0 7000 0 D Common Stock 7000 0 D Restricted Stock Units 2014-03-02 4 M 0 5250 0 D Common Stock 5250 10500 D Restricted Stock Units 2014-03-02 4 A 0 12468 0 A Common Stock 12468 12468 D The Reporting Person gifted these shares as part of his personal financial and estate planning. Includes 4,242 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan. These shares were retained by the Company to discharge withholding tax obligations of the Reporting Person and do not constitute an actual sale or other open-market transaction. The number of shares allocated to the Reporting Person under the Issuer's 401(k) Plan is equal to his February 28, 2014, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on February 28, 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. The premium-priced option vests in three equal annual installments beginning on March 2, 2017. The Compensation Committee of the Issuer's Board of Directors granted the premium-priced option to Mr. Millner with a multi-year performance horizon to drive continued strong financial and strategic results for the Issuer and to incent Mr. Millner to dedicate the remainder of his career to the success of the Issuer. The option vests in four equal annual installments beginning on March 2, 2015. Each restricted stock unit represents the contingent right to receive one share of common stock. Restricted stock units granted on March 2, 2014, that vest in four equal annual installments beginning on March 2, 2015. Restricted stock units granted on March 2, 2011, that vest in three equal annual installments beginning on March 2, 2012. Restricted stock units granted on March 2, 2012, that vest in four equal annual installments beginning on March 2, 2013. Restricted stock units granted on March 2, 2013, that vest in four equal annual installments beginning on March 2, 2014. Performance-based restricted stock units ("PBRSUs") granted on March 2, 2011, that vest in three equal annual installments beginning on March 2, 2012, subject to the satisfaction of a performance criteria for the fiscal year ended December 31, 2011. The performance criteria for fiscal 2011 was certified as being met on March 2, 2012, resulting in one-third of the PBRSUs vesting and two-thirds of the PBRSUs becoming a derivative security subject to time vesting. PBRSUs granted on March 2, 2012, that vest in four equal annual installments beginning on March 2, 2013, subject to the satisfaction of a performance criteria for the fiscal year ended December 29, 2012. The performance criteria for fiscal 2012 was certified as being met on March 2, 2013, resulting in one-fourth of the PBRSUs vesting and three-fourths of the PBRSUs becoming a derivative security subject to time vesting. PBRSUs granted on March 2, 2013, that vest in four equal annual installments beginning on March 2, 2014, subject to the satisfaction of a performance criteria for the fiscal year ended Deceimber 28, 2013. The performance criteria for fiscal 2013 was certified as being met on March 2, 2014, resulting in one-fourth of the PBRSUs vesting and three-fourths of the PBRSUs becoming a derivative security subject to time vesting. Brent LaSure, Attorney-in-Fact 2014-03-04