NATIONAL BEVERAGE CORP — Director's Dealing 2004

Sep 29, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NATIONAL BEVERAGE CORP (FIZ)
CIK: 0000069891
Period of Report: 2003-10-03

Reporting Person: Knecht Edward F (EVP - Procurement)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35600	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$1.19	2005-12-22	Common Stock (8000)		Direct
Stock Option	$2.50	2006-05-17	Common Stock (14000)		Direct
Stock Option	$4.94	2008-06-22	Common Stock (6000)		Direct
Stock Option	$4.50	2011-11-06	Common Stock (12000)		Direct
Stock Option	$3.60	2012-01-04	Common Stock (100)		Direct
Stock Option	$3.63	2012-01-25	Common Stock (100)		Direct
Stock Option	$3.83	2012-03-11	Common Stock (200)		Direct
Stock Option	$4.35	2012-10-31	Common Stock (1100)		Direct
Stock Option	$5.40	2014-05-11	Common Stock (200)		Direct

Footnotes

F1: Includes 16,000 shares to be received pursuant to the exercise of options, the delivery of which was deferred.

F2: The options vest over an eight year period in relatively equal amounts at approximately 16 month intervals. The exercise price can be reduced and the vesting schedule can be accelerated by the Optionee purchasing and maintaining ownership of shares of the Company's common stock and/or the Company achieving performance objectives as determined by the Board. Based upon the maximum required ownership of common stock as provided in the Stock Option Agreement together with the Company achieving the performance targets previously established by the Board, the option can fully vest after approximately 54 months and the exercise price can be reduced to the par value of the Company's common stock, or $0.1 per share.

F3: Under the Company's Key Employee Equity Partnership Program ("KEEP"), Mr. Knecht received grants of KEEP options, based upon purchases of shares of common stock by Mr. Knecht on the dates indicated above (all share and per share dollar amounts are adjusted for the one hundred percent (100%) stock dividend paid on March 22, 2004).
The KEEP options are granted at an initial exercise price of sixty percent (60%)of the purchase price for the shares of National Beverage Corp. common stock acquired and reduced to the par value of the Company's stock at the end of the six year vesting period. Reference is made to Exhibit 10-21 of the Company's Form 10K for the one year ended May 2, 1998 for a full description of the terms of the KEEP plan.