NATIONAL BEVERAGE CORP — Director's Dealing 2006

Feb 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL BEVERAGE CORP (FIZ)
CIK: 0000069891
Period of Report: 2006-02-13

Reporting Person: KLING S LEE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-13	SPECIAL STOCK OPTION	$	A	15000	Acquired	2016-02-13	COMMON STOCK (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	214000	Direct

Footnotes

F1: (1) The options vest over an eight (8) year period in relatively equal amounts at various vesting intervals. The initial exercise price is $8.98. 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 fifty-four (54) months and the exercise price can be reduced to the par value of the Company's common stock, or $.01 per share.