RNC9thAmend13G-3


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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, 2013
. . . . . . . . . . . . . . . . . . . . . . . .
(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:
 
5,897,662 (1)
6
Shared Voting Power:
 
164,022
7
Sole Dispositive Power:
 
202,624(1)
8
Shared Dispositive Power:
 
5,917,233
9
Aggregate Amount Beneficially Owned by Each Reporting Person

6,119,857

10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]

11
Percent of Class Represented by Amount in Row (9)

8.7%

 
12
Type of Reporting Person

IN

 
 



__________________

(1)
Includes 12,822 shares of common stock held in the Cabela’s Incorporated 401(k) Savings Plan, consisting of 12,580 shares of restricted common stock and 242 shares of common stock held in the Issuer’s stock fund. The number of shares allocated to Mr. Cabela in the Issuer's stock fund is equal to his December 31, 2013, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on December 31, 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.








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:
 
58,177 (1)
6
Shared Voting Power:
 
164,022
7
Sole Dispositive Power:
 
4(1)
8
Shared Dispositive Power:
 
5,917,233
9
Aggregate Amount Beneficially Owned by Each Reporting Person

5,917,237

10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]

11
Percent of Class Represented by Amount in Row (9)

8.4%

 
12
Type of Reporting Person

IN

 
 



__________________

(1)
Includes 4 shares of common stock held in the Cabela’s Incorporated 401(k) Savings Plan, consisting of 4 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, 2013, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on December 31, 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.





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.
 
a.
 
Name of Issuer:

Cabela’s Incorporated (the “Issuer”)
b.
 
Address of Issuer’s Principal Executive Offices:

One Cabela Drive
Sidney, NE 69160
Item 2.
 
a.
 
Name of Person Filing:

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

 
 
(1)
Mr. Cabela:
United States of America

 
 
(2)
Mrs. Cabela:
United States of America

 
 
(3)
The LLC:
State of Nebraska, U.S.A.

d.
 
Title of Class of Securities:

Common Stock, par value $0.01

e.
 
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: 6,119,857

(2) Mrs. Cabela: 5,917,237

(3) The LLC: 5,753,211
b.
Percent of Class:

(1) Mr. Cabela: 8.7%

(2) Mrs. Cabela: 8.4%

(3) The LLC: 8.1%
c.
Number of shares as to which such person has:
 
i.
Sole power to vote or to direct the vote:

(1) Mr. Cabela: 5,897,662

(2) Mrs. Cabela: 58,177

(3) The LLC: 5,753,211






 
ii.
Shared power to vote or to direct the vote:

(1) Mr. Cabela: 164,022

(2) Mrs. Cabela: 164,022

(3) The LLC: -0-
 
iii.
Sole power to dispose or to direct the disposition of:

(1) Mr. Cabela: 202,624

(2) Mrs. Cabela: 4

(3) The LLC: 5,753,211
 
iv.
Shared power to dispose or to direct the disposition of:

(1) Mr. Cabela: 5,917,233

(2) Mrs. Cabela: 5,917,233

(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 [    ].
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 Mr. Cabela, Mrs. Cabela, and certain trusts created for the benefit of Mr. and Mrs. Cabela and their 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 7, 2014


 
/s/ Brent LaSure
 
Brent LaSure on behalf of Richard N. Cabela, individually, pursuant to a Power of Attorney dated October 7, 2004, a copy of which has been filed with the Commission and is incorporated herein by reference
 
 
 
 
 
/s/ Brent LaSure
 
Brent LaSure, on behalf of Mary A. Cabela, individually, pursuant to a Power of Attorney dated October 7, 2004, a copy of which has been filed with the Commission and is incorporated herein by reference
 
 
 
 
 
CABELA’S FAMILY, LLC
 
 
 
 
 
By:
/s/ Brent LaSure
 
 
Brent LaSure on behalf of Cabela’s Family, LLC pursuant to a Power of Attorney dated October 7, 2004, a copy of which has been filed with the Commission and is incorporated herein by reference