FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   THOMPSON DENNIS L 2. Date of Event Requiring Statement (Month/Day/Year) 08/25/2014 3. Issuer Name and Ticker or Trading Symbol NATIONAL BEVERAGE CORP [FIZZ] (Last) (First) (Middle) 8100 SW 10TH STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP - Shasta Beverages, Inc. 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PLANTATION, FL 33324 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) COMMON STOCK 3,000 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SPECIAL STOCK OPTION	03/28/2017(1)	07/28/2020	COMMON STOCK	6,500	$ 11.35 (1)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
THOMPSON DENNIS L 8100 SW 10TH STREET PLANTATION, FL 33324	Â	Â	  EVP - Shasta Beverages, Inc.	Â

Signatures

/s/ Dennis L. Thompson		09/04/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Options granted under the Company's Special Stock Option Plan 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 common stock and/or the Company achieving performance objectives as determined by the Board of Directors (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 64 months and the exercise price can be reduced to near the par value of the common stock ($.01 per share). Reference is made to Exhibit 10.6 of the Company's Form 10-K for the year ended May 3, 2014.

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