0000899243-17-022558.txt : 20170925 0000899243-17-022558.hdr.sgml : 20170925 20170925162606 ACCESSION NUMBER: 0000899243-17-022558 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170925 FILED AS OF DATE: 20170925 DATE AS OF CHANGE: 20170925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Sean CENTRAL INDEX KEY: 0001566382 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32227 FILM NUMBER: 171100064 MAIL ADDRESS: STREET 1: ONE CABELA DRIVE CITY: SIDNEY STATE: NE ZIP: 69160 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: 0102 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-09-25 1 0001267130 CABELAS INC CAB 0001566382 Baker Sean C/O CABELAS INCORPORATED ONE CABELA DRIVE SIDNEY NE 69160 0 1 0 0 EXECUTIVE VICE PRESIDENT Common Stock 2017-09-25 4 D 0 29092 61.50 D 0 D Common Stock 2017-09-25 4 D 0 2506 61.50 D 0 I by 401(k) Plan Stock Option (right to buy) 16.18 2017-09-25 4 D 0 1980 D 2018-03-02 Common Stock 1980 0 D Stock Option (right to buy) 26.89 2017-09-25 4 D 0 1050 D 2019-03-02 Common Stock 1050 0 D Stock Option (right to buy) 35.17 2017-09-25 4 D 0 1160 D 2020-03-02 Common Stock 1160 0 D Stock Option (right to buy) 50.91 2017-09-25 4 D 0 9500 D 2021-03-02 Common Stock 9500 0 D Stock Option (right to buy) 55.46 2017-09-25 4 D 0 13825 D 2023-03-02 Common Stock 13825 0 D Stock Option (right to buy) 48.40 2017-09-25 4 D 0 14000 D 2024-03-02 Common Stock 14000 0 D Restricted Stock Units 0.00 2017-09-25 4 D 0 1679 D Common Stock 1679 0 D Restricted Stock Units 0.00 2017-09-25 4 D 0 4161 D Common Stock 4161 0 D Restricted Stock Units 0.00 2017-09-25 4 D 0 8250 D Common Stock 8250 0 D Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated October 3, 2016, as amended by the Amendment to Agreement and Plan of Merger, dated April 17, 2017, and as otherwise amended from time to time (the "Merger Agreement"), by and among issuer, Bass Pro Group, LLC, and Prairie Merger Sub, Inc., in exchange for a cash payment of $61.50 per share. The number of shares allocated to the Reporting Person under the issuer's 401(k) Plan is equal to his September 18, 2017, account balance in the issuer's stock fund divided by the closing price of the issuer's common stock on September 18, 2017. The issuer's stock fund in its 401(k) Plan is unitized and as such does not itself allocate a specific number of shares to participants. Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, these stock options were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the number of common shares subject to such stock option multiplied by (ii) the excess, if any, of (A) $61.50 over (B) the exercise price per common share of such stock option (less any withholding taxes). Option for 1,980 shares granted on March 2, 2010, that vested in three equal annual installments beginning on March 2, 2011. Option for 1,050 shares granted on March 2, 2011, that vested in three equal annual installments beginning on March 2, 2012. Option for 1,160 shares granted on March 2, 2012, that vested in four equal annual installments beginning on March 2, 2013. Option for 9,500 shares granted on March 2, 2013, that vested in four equal annual installments beginning on March 2, 2014. Option for 13,825 shares granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016. Option for 14,000 shares granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017. Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, these restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the number of such restricted stock units multiplied by (ii) $61.50 (less any withholding taxes). Restricted stock units granted on March 2, 2014, that were to vest in four equal annual installments beginning on March 2, 2015. Restricted stock units granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016. Restricted stock units granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017. Brent LaSure, Attorney-in-Fact 2017-09-25