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

Page 5 of 8 SEC Filing
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:
Elliott Working Capital
The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately  $95,180,399.
Elliott International Working Capital
The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately  $136,875,274.
ITEM 5. Interest in Securities of the Issuer.1
Item 5(a) is hereby amended and restated to read as follows:
(a)            Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 11.3% of the shares of Common Stock outstanding.
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:
(c)            The transactions effected by the Reporting Persons since the filing of Amendment No. 1 are set forth on Schedule 1 attached hereto. The transactions reflect an increase of approximately 1.5% in the amount of Common Stock beneficially owned by the Reporting Persons. The Reporting Persons have also reduced by approximately 1.5% their economic exposure to the Common Stock through Derivative Agreements. Therefore, the combined economic exposure of the Reporting Persons in the Issuer remains substantially the same as the combined economic exposure originally reported in the Schedule 13D. The Reporting Persons intend to comply with any applicable regulatory requirements with respect to the foregoing.

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