Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Baker Sean
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013
3. Issuer Name and Ticker or Trading Symbol
CABELAS INC [CAB]
(Last)
(First)
(Middle)
C/O CABELA'S INCORPORATED, ONE CABELA DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SIDNEY,, NE 69160
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 4,997
D
 
Common Stock 1,398 (1)
I
by 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 05/15/2015 Common Stock 10,000 $ 22.37 D  
Stock Option (right to buy)   (3) 05/13/2016 Common Stock 9,500 $ 15.25 D  
Stock Option (right to buy)   (4) 03/02/2017 Common Stock 2,400 $ 8.01 D  
Stock Option (right to buy)   (5) 03/02/2018 Common Stock 1,980 $ 16.18 D  
Stock Option (right to buy)   (6) 03/02/2019 Common Stock 1,050 $ 26.89 D  
Stock Option (right to buy)   (7) 03/02/2020 Common Stock 1,160 $ 35.17 D  
Restricted Stock Units   (9)   (9) Common Stock 726 $ (8) D  
Restricted Stock Units   (10)   (10) Common Stock 700 $ (8) D  
Restricted Stock Units   (11)   (11) Common Stock 1,160 $ (8) D  
Restricted Stock Units   (12)   (12) Common Stock 900 $ (8) D  

Reporting Owners

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

Signatures

Brent LaSure, Attorney-in-Fact 01/10/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The number of shares allocated to the Reporting Person under the Issuer's 401(k) Plan is equal to his January 3, 2013, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on January 3, 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.
(2) Option for 10,000 shares granted on May 15, 2007, that vested in three equal annual installments beginning May 15, 2008.
(3) Option for 9,500 shares granted on May 13, 2008, that vested in three equal annual installments beginning May 13, 2009.
(4) Option for 2,400 shares granted on March 2, 2009, that vested in three equal annual installments beginning March 2, 2010.
(5) Option for 1,980 shares granted on March 2, 2010, that vests in three equal annual installments beginning March 2, 2011.
(6) Option for 1,050 shares granted on March 2, 2011, that vests in three equal annual installments beginning March 2, 2012.
(7) Option for 1,160 shares granted on March 2, 2012, that vests in four equal annual installments beginning March 2, 2013.
(8) Each restricted stock unit represents the contingent right to receive one share of common stock.
(9) 2,180 restricted stock units granted on March 2, 2010, that vest in three equal annual installments beginning March 2, 2011.
(10) 1,050 restricted stock units granted on March 2, 2011, that vest in three equal annual installments beginning March 2, 2012.
(11) 1,160 restricted stock units granted on March 2, 2012, that vest in four equal annual installments beginning March 2, 2013.
(12) 900 restricted stock units granted on August 20, 2012, that vest in four equal annual installments beginning August 20, 2013.

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