NVE CORP /NEW/ — Director's Dealing 2003

Jul 29, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVE CORP /NEW/ (nvec)
CIK: 0000724910
Period of Report: 2003-07-25

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
2003-07-25	Common Stock	S	10300	$21.236	Disposed	135493	Direct
2003-07-28	Common Stock	S	18000	$21.80	Disposed	117493	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1221487	Indirect
Common Stock	1447487	Indirect
Common Stock	1221607	Direct

Footnotes

F1: Norwest Equity Partners IV, LP, a Minnesota limited partnership ("NEP IV") is the record owner of the securities reported on Lines 1 and 2 of Table I. With respect to the reporting persons named in this Form 4, Itasca Partners, L.L.P. ("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. As a result, Itasca and Messrs. Lindahl, Still and Whaley may be deemed to beneficially own the securities held by NEP IV. Each of Itasca, John E. Lindahl, George J. Still, Jr. and John P. Whaley disclaims beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein.

F2: The securities reported on Line 3 of Table 1 are held of record by John P. Whaley. NEP IV may be deemed to beneficially own such shares.

F3: The number of securities reported on Line 4 of Table I includes 117,493 shares held of record by NEP IV, whose general partner is Itasca, and 1,221,487 shares held of record by John P. Whaley, of which NEP IV may be deemed a beneficial owner, and 108,507 shares 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 partners and John P. Whaley is the managing administrative partner of each of Itasca and Itasca V. 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 held by NEP IV and NEP V, except to the extent of his respective indirect pecuniary interest therein.