0001104659-15-016978.txt : 20150305 0001104659-15-016978.hdr.sgml : 20150305 20150305103058 ACCESSION NUMBER: 0001104659-15-016978 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150305 DATE AS OF CHANGE: 20150305 GROUP MEMBERS: BRADLEY F. SIMON GROUP MEMBERS: DOUGLAS GRANAT GROUP MEMBERS: LAWRENCE A. OBERMAN GROUP MEMBERS: STEVEN G. SIMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NVE CORP /NEW/ CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59937 FILM NUMBER: 15676002 BUSINESS ADDRESS: STREET 1: 11409 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9528299217 MAIL ADDRESS: STREET 1: 11409 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: PREMIS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trigran Investments, Inc. CENTRAL INDEX KEY: 0001336800 IRS NUMBER: 363825728 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 630 DUNDEE ROAD STREET 2: SUITE 230 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8476561640 MAIL ADDRESS: STREET 1: 630 DUNDEE ROAD STREET 2: SUITE 230 CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G/A 1 a15-6002_1sc13ga.htm SC 13G/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1

Under the Securities Exchange Act of 1934
(Amendment No. 7)*†

NVE Corporation

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

629445206

(CUSIP Number)

February 28, 2015

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)†
o	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

† On January 28, 2015, the Reporting Persons filed Amendment No. 3 to the Schedule 13D previously filed with respect to their holdings of NVE Corporation Common Stock, in which they stated that, in accordance with SEC Rule 13d-1(h), going forward they would provide reportable information regarding their holdings on Schedule 13G pursuant to SEC Rule 13d-1(b).

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 629445206

13G

Page 2 of 10

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trigran Investments, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Illinois company

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 524,056 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 524,056 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 524,056 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.8% as of February 28, 2015 (based on 4,857,953 shares of Common Stock issued and outstanding as of January 16, 2015, per NVE Corporation Form 10-Q dated January 21, 2015).

	12.	Type of Reporting Person IA/CO

CUSIP No. 629445206

13G

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	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Douglas Granat

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 524,056 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 524,056 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 524,056 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.8% as of February 28, 2015 (based on 4,857,953 shares of Common Stock issued and outstanding as of January 16, 2015, per NVE Corporation Form 10-Q dated January 21, 2015).

	12.	Type of Reporting Person IN/HC

CUSIP No. 629445206

13G

Page 4 of 10

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lawrence A. Oberman

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 524,056 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 524,056 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 524,056 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.8% as of February 28, 2015 (based on 4,857,953 shares of Common Stock issued and outstanding as of January 16, 2015, per NVE Corporation Form 10-Q dated January 21, 2015).

	12.	Type of Reporting Person IN/HC

CUSIP No. 629445206

13G

Page 5 of 10

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven G. Simon

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 524,056 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 524,056 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 524,056 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.8% as of February 28, 2015 (based on 4,857,953 shares of Common Stock issued and outstanding as of January 16, 2015, per NVE Corporation Form 10-Q dated January 21, 2015).

	12.	Type of Reporting Person IN/HC

CUSIP No. 629445206

13G

Page 6 of 10

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bradley F. Simon

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 524,056 shares of common stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 524,056 shares of common stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 524,056 shares of common stock

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) Approximately 10.8% as of February 28, 2015 (based on 4,857,953 shares of Common Stock issued and outstanding as of January 16, 2015, per NVE Corporation Form 10-Q dated January 21, 2015).

	12.	Type of Reporting Person IN/HC

CUSIP No. 629445206

13G

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Item 1(a)		Name of Issuer: NVE Corporation
Item 1(b)		Address of Issuer’s Principal Executive Offices: 11409 Valley View Road Eden Prairie, Minnesota 55344

Item 2(a)		Name of Person Filing
Item 2(b)		Address of Principal Business Office
Item 2(c)		Citizenship Trigran Investments, Inc. 630 Dundee Road, Suite 230 Northbrook, IL 60062 Illinois company Douglas Granat 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Lawrence A. Oberman 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Steven G. Simon 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Bradley F. Simon 630 Dundee Road, Suite 230 Northbrook, Illinois 60062 U.S. Citizen
2(d)		Title of Class of Securities: Common Stock, $0.01 Par Value
2(e)		CUSIP Number: 629445206

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under section 8 of the Investment Company Act;
	(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d–1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. o

CUSIP No. 629445206

13G

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Item 4	Ownership:(1)
	(a)	Amount beneficially owned: Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
	(b)	Percent of class: Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
		(ii)	Shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
		(iii)	Sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
		(iv)	Shared power to dispose or to direct the disposition of: Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

(1) Douglas Granat, Lawrence A. Oberman, Steven G. Simon and Bradley F. Simon are the controlling shareholders and/or sole directors of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments, Inc.

Item 5	Ownership of Five Percent or Less of a Class:
Not Applicable

Item 6	Ownership of More than Five Percent on Behalf of Another Person:
Owners of accounts managed by Trigran Investments, Inc. have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Except as described below, no such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G relates. Trigran Investments, Inc. provides investment advisory services to Trigran Investments, L.P., a private investment partnership for which Trigran Investments, Inc. has sole investment discretion and voting authority. Trigran Investments, L.P. beneficially owns more than five percent of the class of securities to which this Schedule 13G relates and has separately filed a Schedule 13G to disclose its holdings.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
Not Applicable.

Item 8	Identification and Classification of Members of the Group:
Not Applicable.

Item 9	Notice of Dissolution of Group:
Not Applicable.

CUSIP No. 629445206

13G

Page 9 of 10

Item 10	Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 5th day of March, 2015

TRIGRAN INVESTMENTS, INC.

By:	/s/ Lawrence A. Oberman
Name:	Lawrence A. Oberman
Title:	Executive Vice President and Director


/s//Douglas Granat
Douglas Granat


/s/ Lawrence A. Oberman
Lawrence A. Oberman


/s/ Steven G. Simon
Steven G. Simon


/s/ Bradley F. Simon
Bradley F. Simon

CUSIP No. 629445206

13G

Page 10 of 10

INDEX TO EXHIBITS		PAGE

EXHIBIT 1: Agreement to Make a Joint Filing		1

EX-1 2 a15-6002_1ex1.htm EX-1

Exhibit 1

CUSIP No. 629445206

13G

Page 1 of 1

EXHIBIT 1 TO SCHEDULE 13G

MARCH 5, 2015

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, TRIGRAN INVESTMENTS, INC., DOUGLAS GRANAT, LAWRENCE A. OBERMAN, STEVEN G. SIMON and BRADLEY F. SIMON each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

TRIGRAN INVESTMENTS, INC.

By:	/s/ Lawrence A. Oberman	.
	Name: Lawrence A. Oberman
	Title: Executive Vice President and Director

DOUGLAS GRANAT

/s/ Douglas Granat


LAWRENCE A. OBERMAN

/s/ Lawrence A. Oberman


STEVEN G. SIMON

/s/ Stephen G. Simon


BRADLEY F. SIMON

/s/ Bradley F. Simon