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. 2)*

 

NVE Corporation

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

629445206

(CUSIP Number)

December 31, 2008

Date of Event Which Requires Filing of the Statement

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

o

Rule 13d-1(b)

x

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.

 

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 12

 

 

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
465,555 shares of common stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
465,555 shares of common stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
465,555 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 9.98% as of December 31, 2008 (based on 4,665,333 shares of Common Stock issued and outstanding per NVE Corporation Form 10-Q dated January 21, 2009).

 

 

12.

Type of Reporting Person
CO

 

Page 2 of 12


 

CUSIP No. 629445206

13G

Page 3 of 12

 

 

1.

Name of Reporting Person

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Trigran Investments, L.P.

 

 

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 limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
299,401 shares of common stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
299,401 shares of common stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
299,401 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 6.42% as of December 31, 2008 (based on 4,665,333 shares of Common Stock issued and outstanding per NVE Corporation Form 10-Q dated January 21, 2009).

 

 

12.

Type of Reporting Person
PN

 

Page 3 of 12


 

CUSIP No. 629445206

13G

Page 4 of 12

 

 

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
465,555 shares of common stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
465,555 shares of common stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
465,555 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 9.98% as of December 31, 2008 (based on 4,665,333 shares of Common Stock issued and outstanding per NVE Corporation Form 10-Q dated January 21, 2009).

 

 

12.

Type of Reporting Person
IN/HC

 

Page 4 of 12


 

CUSIP No. 629445206

13G

Page 5 of 12

 

 

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
465,555 shares of common stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
465,555 shares of common stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
465,555 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 9.98% as of December 31, 2008 (based on 4,665,333 shares of Common Stock issued and outstanding per NVE Corporation Form 10-Q dated January 21, 2009).

 

 

12.

Type of Reporting Person
IN/HC

 

Page 5 of 12


 

CUSIP No. 629445206

13G

Page 6 of 12

 

 

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
465,555 shares of common stock

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
465,555 shares of common stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
465,555 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 9.98% as of December 31, 2008 (based on 4,665,333 shares of Common Stock issued and outstanding per NVE Corporation Form 10-Q dated January 21, 2009).

 

 

12.

Type of Reporting Person
IN/HC

 

Page 6 of 12


 

CUSIP No. 629445206

13G

Page 7 of 12

 

 

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

 

Trigran Investments, L.P.

630 Dundee Road, Suite 230

Northbrook, IL 60062

Illinois limited partnership

 

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

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)

o

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)

o

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. x

 

Page 7 of 12


 

CUSIP No. 629445206

13G

Page 8 of 12

 

 

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 and Steven G. Simon are the controlling shareholders and sole directors of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments, Inc.

 

Page 8 of 12


 

CUSIP No. 629445206

13G

Page 9 of 12

 

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.

 

Page 9 of 12


 

CUSIP No. 629445206

13G

Page 10 of 12

 

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 13th day of February, 2009

 

TRIGRAN INVESTMENTS, INC.

 

 

 

By:

/s/ Lawrence A. Oberman

 

Name:  Lawrence A. Oberman

 

Its:  Executive Vice President

 

 

 

TRIGRAN INVESTMENTS, L.P.

 

 

 

/s/ Lawrence A. Oberman

 

Lawrence A. Oberman

Executive Vice President and Director of Trigran Investments, Inc., the General Partner of

Trigran Investments, L.P.

 

 

 

 

 

 /s/ Lawrence A. Oberman

 

 Lawrence A. Oberman

 

 

 

 

 

 /s/ Douglas Granat

 

 Douglas Granat

 

 

 

 

 

 /s/ Steven G. Simon

 

 Steven G. Simon

 

 

Page 10 of 12


 

CUSIP No. 629445206

13G

Page 11 of 12

 

INDEX TO EXHIBITS

 

PAGE

 

 

 

EXHIBIT 1: Agreement to Make a Joint Filing

 

12

 

Page 11 of 12