NVE CORP /NEW/ — Director's Dealing 2003

Jul 14, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVE CORP /NEW/ (nvec)
CIK: 0000724910
Period of Report: 2003-07-10

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

Footnotes

F1: Norwest Equity Partners IV, LP, a Minnesota limited partnership ("NEP IV") is the record owner of the securities listed on Line 1 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 general 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 number of securities reported in Lines 1 and 2 of Table I does not include 108,507 shares of common stock 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"). The managing partners of Itasca V are John E. Lindahl and George J. Still, Jr. and the managing administrative partner is John P. Whaley. By virtue of their positions as managing partners and managing administrative partner of Itasca V, Messrs. Still, Lindahl and Whaley may be deemed to beneficially own such shares. Each of Messrs. Still, Lindahl and Whaley disclaims beneficial ownership of such securities, except to the extent of his respective indirect pecuniary interest therein.

F3: NEP IV sold 1,221,487 shares of Issuer's common stock to John P. Whaley. Under the terms of the Stock Purchase Agreement, Mr. Whaley has full legal ownership of the securities, however, NEP IV retains the economic risk of any change in value of the securities between the date of transfer and the date Mr. Whaley disposes of the securities, and NEP IV will continue as an SEC Reporting Person.

F4: The number of securities reported in Lines 1 and 2 of Table I does not include 120 shares of Issuer's common stock directly owned by John P. Whaley. Mr. Whaley acquired the shares upon the 11/21/2000 merger of Nonvolatile Electronics, Incorporation with and into PREMIS Corporation ("PREMIS"), with PREMIS surviving under the name "NVE Corporation ("NVE")." Shareholders of Premis received one share of NVE for every five shares held at the time of the merger.