NVE CORP /NEW/ — Director's Dealing 2003

Jul 31, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVE CORP /NEW/ (nvec)
CIK: 0000724910
Period of Report: 2003-07-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-29	Common Stock	J	112493	—	Disposed	0	Direct
2003-07-29	Common Stock	J	108507	—	Disposed	0	Indirect
2003-07-29	Common Stock	J	109	—	Acquired	109	Direct
2003-07-29	Common Stock	J	109	—	Acquired	109	Direct
2003-07-29	Common Stock	J	109	—	Acquired	1221716	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1221487	Indirect

Footnotes

F1: The securities reported as a disposition on Line 1 of Table I were held of record by Norwest Equity Partners IV, LP, a Minnesota limited partnership ("NEP IV"). NEP IV distributed, as a pro rata partnership distribution without consideration, the 112,493 shares shown on Line 1 to NEP IV's sole limited partner and holder of certain general partnership interests in NEP IV.

F2: The securities reported as a disposition on Line 2 of Table I were held of record by Norwest Equity Partners V, LP, a Minnesota limited partnership ("NEP V"), whose general partner is Itasca Partners V, L.L.P. ("Itasca V"). John E. Lindahl and George J. Still, Jr. are the managing general partners and John P. Whaley is the managing administrative partner of Itasca V and also the limited partners of NEP V. NEP V distributed, as a pro rata partnership distribution without consideration, an aggregate of 108,507 shares of Issuer's common stock to its limited partners. In the distribution, each of Messrs. Still, Lindahl and Whaley received 109 shares, respectively.

F3: The securities reported on Line 3 of Table 1 are held of record by John P. Whaley. NEP IV, whose general partner is Itasca Partners, L.L.P ("Itasca"), may be deemed a beneficial owner of such shares. John E. Lindahl and George J. Still, Jr. are the managing partners and John P. Whaley is the managing administrative partner of Itasca. By virtue of their positions as managing partners and managing administrative partner, Messrs. Still, Lindahl and Whaley may be deemed to beneficially own such shares. Each of Messrs. Still, Lindahl and Whaley disclaims beneficial ownership of securities, except to the extent of his respective indirect pecuniary interest therein.

F4: Indirect holdings of Messrs. Lindahl, Still and Whaley by virtue of their interests in NEP IV are reported on Line 3 of Table 1. See footnote 3 for an explanation of their indirect interest in such shares.