Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Baldwin Charles
  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)
Executive Vice President
(Last)
(First)
(Middle)
C/O CABELA'S INCORPORATED, ONE CABELA DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2012
(Street)

SIDNEY,, NE 69160
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/02/2012   M   10,000 A $ 35.17 32,782 (1) D  
Common Stock 03/02/2012   F   3,403 (2) D $ 35.17 29,379 D  
Common Stock 03/02/2012   M   1,667 A $ 35.17 31,046 D  
Common Stock 03/02/2012   F   557 (2) D $ 35.17 30,489 D  
Common Stock 03/02/2012   M   1,000 A $ 35.17 31,489 D  
Common Stock 03/02/2012   F   334 (2) D $ 35.17 31,155 D  
Common Stock 03/02/2012   M   2,334 A $ 35.17 33,489 D  
Common Stock 03/02/2012   F   780 (2) D $ 35.17 32,709 D  
Common Stock 03/02/2012   A   1,667 A $ 35.17 34,376 D  
Common Stock 03/02/2012   F   557 (2) D $ 35.17 33,819 D  
Common Stock               860 (3) I by 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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 03/02/2012   A   12,000     (4) 03/02/2020 Common Stock 12,000 $ 0 12,000 D  
Restricted Stock Units (5) 03/02/2012   A   3,000     (6)   (6) Common Stock 3,000 $ 0 3,000 D  
Restricted Stock Units (5) 03/02/2012   M     10,000   (7)   (7) Common Stock 10,000 $ 0 0 D  
Restricted Stock Units (5) 03/02/2012   M     1,667   (8)   (8) Common Stock 1,667 $ 0 1,666 D  
Restricted Stock Units (5) 03/02/2012   M     1,000   (9)   (9) Common Stock 1,000 $ 0 2,000 D  
Restricted Stock Units (5) 03/02/2012   M     2,334   (10)   (10) Common Stock 2,334 $ 0 2,332 D  
Restricted Stock Units (5) 03/02/2012   A   3,333     (11)   (11) Common Stock 3,333 $ 0 3,333 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Baldwin Charles
C/O CABELA'S INCORPORATED
ONE CABELA DRIVE
SIDNEY,, NE 69160
      Executive Vice President  

Signatures

 Brent LaSure, Attorney-in-Fact   03/06/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 904 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan.
(2) 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.
(3) The number of shares allocated to the Reporting Person under the Issuer's 401(k) Plan is equal to his March 2, 2012, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on March 2, 2012. 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.
(4) The option vests in four equal annual installments beginning on March 2, 2013.
(5) Each restricted stock unit represents the contingent right to receive one share of common stock.
(6) Restricted stock units granted on March 2, 2012, that vest in four equal annual installments beginning on March 2, 2013.
(7) Restricted stock units granted on March 2, 2009, that vest in three equal annual installments beginning on March 2, 2010.
(8) Restricted stock units granted on March 2, 2010, that vest in three equal annual installments beginning on March 2, 2011.
(9) Restricted stock units granted on March 2, 2011, that vest in three equal annual installments beginning on March 2, 2012.
(10) Performance-based restricted stock units ("PBRSUs") granted on March 2, 2010, that vest in three equal annual installments beginning on March 2, 2011, subject to the satisfaction of a performance criteria for the fiscal year ended January 1, 2011. The performance criteria for fiscal 2010 was certified as being met on March 2, 2011, resulting in one-third of the PBRSUs vesting and two-thirds of the PBRSUs becoming a derivative security subject to time vesting.
(11) 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.

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