NVE CORP /NEW/ — Director's Dealing 2003

Oct 15, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVE CORP /NEW/ (NVEC)
CIK: 0000724910
Period of Report: 2003-10-10

Reporting Person: NORWEST EQUITY PARTNERS IV LP /MN/ (10% Owner)
Reporting Person: ITASCA PARTNERS (10% Owner)
Reporting Person: WHALEY JOHN P (10% Owner)
Reporting Person: STILL GEORGE J JR (10% Owner)
Reporting Person: LINDAHL JOHN E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-10	Common Stock	J	1221487	$35.50	Disposed	0	Direct
2003-10-10	Common Stock	J	11783	$35.50	Acquired	12012	Direct
2003-10-10	Common Stock	J	13568	$35.50	Acquired	13568	Direct

Footnotes

F1: The number of securities reported herein were held directly by Norwest Equity Partners IV, a Minnesota limited partnership ("NEP IV"). NEP IV held the shares indirectly prior to its reacquisition of direct ownership of the shares through a transfer by John P. Whaley on October 10, 2003. John P. Whaley received the shares from NEP IV on July 10, 2003, and pursuant to the terms of the stock purchase agreement, did not hold any pecuniary interest in the shares, which interest remained with NEP IV. Itasca Partners, a Minnesota limited liability partnership ("Itasca") is the general partner of NEP IV. John E. Lindahl and George J. Still, Jr. are the managing partners and John P. Whaley is the managing administrative partner of Itasca (the "Partners"). Each of the Partners may have been deemed to beneficially own such shares, but each of the Partners disclaims beneficial ownership of such shares, except to the extent of his indirect pecuniary interest therein.

F2: On October 10, 2003, NEP IV distributed, as a pro rata partnership distribution without consideration, an aggregate of 1,221,487 shares of NVE Corporation common stock, representing all shares of NVE Corporation common stock held by NEP IV (the "Distribution").

F3: The number of securities reported on Line 2 of Table I were received by John P. Whaley in the Distribution. As a result of the Distribution, Mr. Whaley no longer has an indirect beneficial or pecuniary interest in the shares of NVE Corporation beneficially owned by NEP IV.

F4: The number of securities reported on Line 3 of Table I were received by George J. Still, Jr. in the Distribution. As a result of the Distribution, Mr. Still no longer has an indirect beneficial or pecuniary interest in the shares of NVE Corporation beneficially owned by NEP IV.