SC 13G 1 0001.txt UNITED STATES SECURITIES AND EXCHANGES COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __*) NVE Corporation (Name of Issuer) Common Stock, Par Value $.01 per share (Title of Class of Securities) 629445 10 7 (CUSIP Number) November 21, 2000 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] 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 the disclosures provided in a prior cover page. The information required in 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. 629445 10 7 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Motorola, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Corporation NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 1,750,000 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 1,750,000 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,750,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.34% (based on 16,919,008 shares outstanding as of November 21, 2000) 12. TYPE OF REPORTING PERSON CO SCHEDULE 13-G 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: Motorola, Inc. Item 2(b) Address of Principal Business Office or, if none, Residence: 1303 East Algonquin Road Schaumburg, IL 60196 Item 2(c) Citizenship: Delaware Corporation Item 2(d) Title of Class of Securities: Common Stock, $.01 Par Value Item 2(e) CUSIP Number: 629445 10 7 Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a: Not applicable Item 4 Ownership (a) Amount of Beneficially Owned: 1,750,000 (b) Percent of Class 10.34% (based on 16,919,008 shares outstanding as of November 21, 2000) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,750,000 (ii) shared power to vote or direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 1,750,000 (iv) shared power to dispose or to direct the disposition of: -0- 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. Not applicable 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 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. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 1, 2000 By: /s/Carol Forsyte Carol Forsyte Vice President Law Department Motorola, Inc. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).