FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Williams Scott K 		2. Issuer Name and Ticker or Trading Symbol

CABELAS INC [ CAB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
PRESIDENT
(Last)          (First)          (Middle)

C/O CABELAS INCORPORATED, ONE CABELA DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/25/2017
(Street)

SIDNEY, NE 69160
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/25/2017     D    30090   (1) D $61.50   (2) 0   D    
Common Stock   9/25/2017     D    976   (3) D $61.50   (2) 0   I   by 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $35.17   9/25/2017     D         16000      (4) (5) 3/2/2020   Common Stock   16000     (4) 0   D    
Stock Option (right to buy)   $50.91   9/25/2017     D         12675      (4) (6) 3/2/2021   Common Stock   12675     (4) 0   D    
Stock Option (right to buy)   $55.46   9/25/2017     D         13825      (4) (7) 3/2/2023   Common Stock   13825     (4) 0   D    
Stock Option (right to buy)   $48.40   9/25/2017     D         23000      (4) (8) 3/2/2024   Common Stock   23000     (4) 0   D    
Restricted Stock Units   $0.00   9/25/2017     D         2015      (9) (10)   (10) Common Stock   2015     (9) 0   D    
Restricted Stock Units   $0.00   9/25/2017     D         4161      (9) (11)   (11) Common Stock   4161     (9) 0   D    
Restricted Stock Units   $0.00   9/25/2017     D         33333      (9) (12)   (12) Common Stock   33333     (9) 0   D    
Restricted Stock Units   $0.00   9/25/2017     D         10875      (9) (13)   (13) Common Stock   10875     (9) 0   D    

Explanation of Responses:
(1)  Includes 1,471 shares of common stock acquired under the issuer's Employee Stock Purchase Plan.
(2)  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.
(3)  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.
(4)  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).
(5)  Option for 16,000 shares granted on March 2, 2012, that vested in four equal annual installments beginning on March 2, 2013.
(6)  Option for 12,675 shares granted on March 2, 2013, that vested in four equal annual installments beginning on March 2, 2014.
(7)  Option for 13,825 shares granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016.
(8)  Option for 23,000 shares granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017.
(9)  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).
(10)  Restricted stock units granted on March 2, 2014, that were to vest in four equal annual installments beginning on March 2, 2015.
(11)  Restricted stock units granted on March 2, 2015, that were to vest in four equal annual installments beginning on March 2, 2016.
(12)  Restricted stock units granted on February 8, 2016, that were to vest on February 8, 2020.
(13)  Restricted stock units granted on March 2, 2016, that were to vest in four equal annual installments beginning on March 2, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Williams Scott K
C/O CABELAS INCORPORATED
ONE CABELA DRIVE
SIDNEY, NE 69160

PRESIDENT

Signatures
Brent LaSure, Attorney-in-Fact 9/25/2017
** 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).
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 control number.
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