NATIONAL BEVERAGE CORP — Director's Dealing 2012

Dec 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL BEVERAGE CORP (FIZZ)
CIK: 0000069891
Period of Report: 2012-12-04

Reporting Person: CAPORELLA JOSEPH G (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-04	COMMON STOCK	X	5400	$0.01	Acquired	363400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-04	KEEP OPTION	$0.01	X	2400	Disposed	2014-03-07	COMMON STOCK (2400)	Direct
2012-12-04	KEEP OPTION	$0.01	X	600	Disposed	2014-04-29	COMMON STOCK (600)	Direct
2012-12-04	KEEP OPTION	$0.01	X	1200	Disposed	2014-07-20	COMMON STOCK (1200)	Direct
2012-12-04	KEEP OPTION	$0.01	X	600	Disposed	2014-12-30	COMMON STOCK (600)	Direct
2012-12-04	KEEP OPTION	$0.01	X	600	Disposed	2015-03-22	COMMON STOCK (600)	Direct

Footnotes

F1: Securities were acquired by exercising certain options granted to the reporting person under the Company's Key Employee Equity Partnership Program ("KEEP") between March 8, 2004 and March 23, 2005. Reference is made to the derivative security table and footnote 2 of this Form 4.

F2: KEEP participants receive a grant equal to 50% of the number of shares of the Company's common stock purchased on the open market. KEEP options are granted at an initial exercise price of 60% of the purchase price of the shares acquired and such price is reduced to the par value of the Company's common stock over a six year vesting period. Reference is made to Exhibit 10.8 of the Company's Form 10-K for the year ended April 28, 2012.