NATIONAL BEVERAGE CORP — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL BEVERAGE CORP (FIZZ)
CIK: 0000069891
Period of Report: 2012-05-01

Reporting Person: sheridan stanley michael (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	KEEP Stock Option	$8.39	A	2000	Acquired	2022-05-01	Common Stock (2000)	Direct

Footnotes

F1: On April 24, 2012, Mr. Sheridan acquired 6,000 shares of National Beverage Corp. common stock at an average purchase price of $13.98 per share. As a result of this purchase he received a grant to purchase 2,000 shares of National Beverage Corp. common stock under the Company's Key Employee Equity Partnership Program ("KEEP"). KEEP options are granted at an initial exercise price of sixty percent (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 10.11 of the Company's Form 10-K for the year ended April 30, 2012.