NVE CORP /NEW/ — Director's Dealing 2003

Jun 30, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVE CORP /NEW/ (nvec)
CIK: 0000724910
Period of Report: 2003-06-26

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)

Footnotes

F1: Norwest Equity Partners IV, LP, a Minnesota limited partnership ("NEP IV") is the record owner of the securities listed on Lines 1 and 2 of Table I. With respect to the reporting persons named in this Form 4, Itasca Partners, LLP ("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: A 5-for-1 reverse split of the common stock of NVE Corporation on November 22, 2002 resulted in a decrease of shares held by NEP IV from 7,034,899 shares to 1,406,980 shares.

F3: The number of securities reported in Lines 1 and 2 of Table I does not include 108,507 shares of common stock (542,525 shares, prior to the 5-for-1 reverse stock split described in footnote 2) held of record by Norwest Equity Partners V, LP ("NEP V"), whose general partner is Itasca Partners V, LP ("Itasca V"). The managing partners of Itasca V are John E. Lindahl and George J. Still, Jr. and the sole 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, extent to the extent of his respective indirect pecuniary interest therein.