Paul Singer’s Elliott Associates Reports 11% Stake in Cabelas Inc (CAB)

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

ITEM 5.

Interest in Securities of the Issuer.1

Item 5(a) is hereby amended and restated to read as follows:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 67,818,863 shares of Common Stock outstanding as of February 15, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2016.

Elliott beneficially owns 2,554,880 shares of Common Stock, constituting approximately 3.8% of the shares of Common Stock outstanding.

Elliott International beneficially owns 3,491,616 shares of Common Stock, constituting approximately 5.1% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 3,491,616 shares of Common Stock beneficially owned by Elliott International, constituting approximately 5.1% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially own 6,046,496 shares of Common Stock, constituting approximately 8.9% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 2.4% of the shares of Common Stock outstanding pursuant to Derivative Agreements (as defined below), as disclosed in Item 6. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements. Hence, the collective voting power of Elliott, Elliott International, and EICA totals approximately 8.9% of the shares of Common Stock outstanding.

Item 5(c) is hereby amended to add the following:

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows:

Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to  49,888 and  1,564,699 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately 0.1% and 2.3% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.4% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership. The Derivative Agreements are not shares of Common Stock and do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.

On October 28, 2015, Elliott, Elliott International and EICA entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit to the initial Schedule 13D and is incorporated herein by reference.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

1 All ownership in this Amendment No. 2 is as of 2:00 p.m. EST on February 25, 2016.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

February 25, 2016

Date	Security	Amount of Shs.                                  Bought / (Sold)	Approx. price ($) per Share
02/25/16	Common Stock	34,000	47.4980
02/23/16	Common Stock	51,000	46.0683

Date	Security	Amount of Shs.                               Bought	Approx. price ($) per Share
02/24/16	Common Stock	51,000	46.6521
02/22/16	Common Stock	34,000	45.4417
02/19/16	Common Stock	42,500	43.2840
02/16/16	Common Stock	32,809	42.9676
02/12/16	Common Stock	51,000	40.4871

Date	Security	Amount of Shs.                                Bought / (Sold)	Approx. price ($) per Share
02/25/16	Common Stock	66,000	47.4980
02/24/16	Common Stock	99,000	46.6521
02/23/16	Common Stock	99,000	46.0683
02/22/16	Common Stock	66,000	45.4417
02/19/16	Common Stock	82,500	43.2840
02/18/16	Common Stock	60,000	42.1631
02/16/16	Common Stock	63,687	42.9676
02/12/16	Common Stock	99,000	40.4871