SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NORWEST EQUITY PARTNERS IV LP /MN/ (Last) (First) (Middle) 3600 IDS Center 80 South Eighth Street (Street) Minneapolis MN 55402 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NVE CORP /NEW/ [ nvec ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/29/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2003		J(1)		112,493	D	$0(1)	0	D(1)
Common Stock	07/29/2003		J(2)		108,507	D	$0(2)	0	I	See footnote #2.(2)
Common Stock								1,221,487	I	See foonote #3.(3)
Common Stock	07/29/2003		J(2)		109	A	$0(2)	109	D(4)
Common Stock	07/29/2003		J(2)		109	A	$0(2)	109	D(4)
Common Stock	07/29/2003		J(2)		109	A	$0(2)	1,221,716	D(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* NORWEST EQUITY PARTNERS IV LP /MN/ (Last) (First) (Middle) 3600 IDS Center 80 South Eighth Street (Street) Minneapolis MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ITASCA PARTNERS (Last) (First) (Middle) 3600 IDS Center 80 South Eighth Street (Street) Minneapolis MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STILL GEORGE J JR (Last) (First) (Middle) c/o Norwest Venture Partners 525 University Avenue, Suite 800 (Street) Palo Alto CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WHALEY JOHN P (Last) (First) (Middle) 3600 IDS Center 80 South Eighth Street (Street) Minneapolis MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LINDAHL JOHN E (Last) (First) (Middle) NORWEST EQUITY PARTNERS 3600 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

	John P. Whaley, Managing Administrative Partner of Itasca Partners, L.L.P., for itself and as General Partner of Norwest Equity Partners IV, LP, a Minnesota Limited Partnership	07/31/2003
	George J. Still, Jr., by Bobbi V. Mattos, His Attorney-In-Fact	07/31/2003
	John E. Lindahl, by John P. Whaley, His Attorney-In-Fact	07/31/2003
	John P. Whaley	07/31/2003
	** Signature of Reporting Person	Date
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