National Beverage (FIZZ) Form 4 NATIONAL BEVERAGE / CECIL D CONLEE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONLEE CECIL D

(Last) (First) (Middle)

8100 SW 10TH STREET

SUITE 4000

(Street)

PLANTATION FL 33324

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL BEVERAGE CORP [ FIZZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/07/2021		X		4,400	A	$0.01(1)	82,080	D
Common Stock	12/07/2021		X		1,600	A	$0.01(2)	83,680	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
KEEP STOCK OPTION	$0.01(1)	12/07/2021		X			4,400	06/10/2021	06/10/2025	Common Stock	4,400	(1)	43,600	D
KEEP STOCK OPTION	$0.01(2)	12/07/2021		X			1,600	09/24/2021	09/24/2025	Common Stock	1,600	(2)	42,000	D

Explanation of Responses:

1. Reflects exercise of options granted to Mr. Conlee under the Company's Key Employee Equity Partnership Program ("KEEP") on June 10, 2015. 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 May 1, 2021.

2. Reflects exercise of options granted to Mr. Conlee under the Company's Key Employee Equity Partnership Program ("KEEP") on September 24, 2015. 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 May 1, 2021.

	/s/ Cecil D. Conlee	12/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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