NLST Netlist Inc (QB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

Netlist, Inc.

175 Technology Drive, Suite 150

Irvine, California 92618
(Address of Principal Executive Offices)

Chuck Hong

President and Chief Executive Officer

(949) 435-0025

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.

Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

The Conflict Minerals Report (the “Report”) of Netlist, Inc. (“Netlist” or the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2014 to December 31, 2014 and attached as Exhibit 1.01 to this Form SD.

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products and the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are referred to as “Conflict Minerals” and include gold, columbite-tantalite (coltan), cassiterite and wolfamite, including their derivatives which are limited to tantalum, tin and tungsten. The “Covered Countries” for purposes of the Rule and our Report are the Democratic Republic of Congo (the “DRC”), the Republic of Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

We design, manufacture and sell a wide variety of high performance, logic-based memory subsystems for the global datacenter, storage and high-performance computing markets. Our memory subsystems consist of combinations of dynamic random access memory integrated circuits (“DRAM”), NAND flash memory (“NAND”), application-specific integrated circuits and other components assembled on printed circuit boards. We primarily market and sell our products to leading original equipment manufacturer customers, hyper scale datacenter operators and storage vendors. Our solutions are targeted at applications where memory plays a key role in meeting system performance requirements. We leverage a portfolio of  proprietary technologies and design techniques, including combining discrete semiconductor technologies from third parties such as DRAM and NAND flash to function as one, efficient planar design, and  alternative packaging techniques to deliver memory subsystems with persistence, high density, small form factor, high signal integrity, attractive thermal characteristics, reduced power consumption and low cost per bit. Our NVvault™ product is the first to offer both DRAM and NAND in a standard form factor memory subsystem as a persistent dual-in line memory module (“DIMM”) in mission critical applications. Our HyperCloud® technology incorporates our patented rank multiplication and load reduction technologies. We also have pending and issued patents covering fundamental aspects of hybrid memory DIMM designs that incorporate combinations of DRAM and/or NAND flash, such as our NVvault™ product. We are focused on monetizing our patent portfolio through our products business and, where appropriate, through licensing arrangements with third parties that wish to incorporate our patented technologies in their products.

We have determined that Conflict Minerals are necessary to the functionality or production of certain of our products. As detailed in our Report, we conducted in good faith a reasonable country of origin inquiry (“RCOI”) reasonably designed to determine if any of these Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources. Our RCOI primarily consisted of submitting the Conflict Minerals Reporting Template prepared by the Conflict Free Sourcing Initiative, an initiative of the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative to the direct suppliers of our products in 2014. Responses were reviewed for completeness, reasonableness and consistency, and we followed up with our direct suppliers for corrections and clarifications.

2

Conflict Minerals Disclosure

Having conducted a good faith RCOI and due diligence process, Netlist has determined that during 2014 that (i) it has manufactured products as to which Conflict Minerals are necessary to their functionality or production, (ii) it was unable to determine that all the Conflict Minerals in such products originated outside of the Covered Countries or that Conflict Minerals in such products came from recycled or scrap sources, and (iii) as a result, such products are DRC conflict undeterminable.

This Form SD of the Company is filed pursuant to the Rule 13p-1, for the reporting period January 1, 2014 to December 31, 2014.

A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD, and is publicly available at http://www.netlist.com/company/corporate-responsibility.

Item 1.02 Exhibit

As specified in Section 2, Item 2.01 of this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this report.

Section 2 - Exhibits

The following exhibit is filed as part of this report.

Item 2.01 Exhibits.

Exhibit 1.01 - 2014 Conflict Minerals Report of Netlist, Inc. as required by Items 1.01 and 1.02 of this Form SD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

EXHIBIT INDEX

3

Exhibit 1.01

Conflict Minerals Report

For The Reporting Period from January 1, 2014 to December 31, 2014

This Conflict Minerals Report (the “Report”) of Netlist , Inc. (“Netlist” or the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2014 to December 31, 2014.

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products and the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are referred to as “Conflict Minerals” and include gold, columbite-tantalite (coltan), cassiterite and wolfamite, including their derivatives which are limited to tantalum, tin and tungsten. The “Covered Countries” for purposes of the Rule and this Report are the Democratic Republic of Congo (the “DRC”), the Republic of Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

Description of the Company’s Products Covered by this Report

This Report relates to the Company’s products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2014.

These products, which are referred to in this Report collectively as the “Covered Products,” are the following:

Description of the Company’s Reasonable Country of Origin Inquiry

As described in this Report, we have determined that the following Conflict Minerals are necessary to the functionality or production of products contracted to be manufactured by us during the calendar year 2014: gold, tantalum, tin and tungsten. As a result, we conducted in good faith a reasonable country of origin inquiry (“RCOI”) reasonably designed to determine if any of these Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources. Our supply chain is complex, and there are many third parties in the supply chain between the Company and the original sources of Conflict Minerals. The Company does not directly purchase Conflict Minerals from mines, smelters or refiners. Therefore, the Company must rely on its suppliers to provide information regarding the country of origin of Conflict Minerals that are included in the Covered Products.

As such, our RCOI primarily consisted of submitting the Conflict Minerals Reporting Template (“CMRT”) prepared by the Conflict Free Sourcing Initiative (the “CFSI”), an initiative of the Electronic Industry Citizenship Coalition (“EICC”) and Global e-Sustainability Initiative (“GeSI”) to our suppliers which we determined use Conflict Minerals in the manufacture of, or in, our products in 2014. We received responses from all such suppliers. Responses were reviewed for completeness, reasonableness and consistency, and we followed up with our suppliers for corrections and clarifications as needed.

We were provided insufficient information to determine whether the Conflict Minerals used in our Covered Products or their manufacture originated from outside the Covered Countries or were from recycled or scrap sources.

Description of the Company’s Due Diligence Process

Based on this information, we performed additional due diligence on the source and chain of custody of these Conflict Minerals based on the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“Framework”) to determine if the Conflict Minerals that may have originated in the Covered Countries benefited armed groups. After performing the RCOI and due diligence in conformity with the Framework, we determined that our Covered Products are DRC conflict undeterminable with regard to calendar year 2014 because, for [each] of our Covered Products, we were unable to comprehensively determine the origin of all Conflict Minerals used in our Covered Products, the facilities used to process them, their country of origin or their mine or location of origin.

The Company’s due diligence measures have been designed to conform to the framework in the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”). The OECD Guidance is an internationally recognized due diligence framework.

In accordance with the five-step OECD Guidance, the design of our due diligence includes, but is not limited to, the following five steps: (i) establishment of strong company management systems, (ii) identification and assessment of risks in the supply chain, (iii) designing and implementing a strategy to respond to identified risks, (iv) carrying out an independent third-party audit of smelter/refiner’s due diligence practices and (v) reporting on supply chain due diligence. A description of certain activities undertaken by us in respect of each of the five steps of the OECD Guidance is described below.

1.              Establishment of Strong Company Management Systems

We have completed a number of steps to establish a management system for addressing the sourcing of Conflict Minerals in our Covered Products. These actions include:

a.              Preparing a Supply Chain Policy for Conflict Minerals:

A copy of the Company’s Conflict Minerals policy will be published at www.netlist.com.

As part of Netlist’s commitment to corporate responsibility and respecting human rights in our own operations and in our global supply chain, it is Netlist’s goal to seek to use tantalum, tin, tungsten and gold in our products that are “DRC conflict free” while continuing to support responsible in-region mineral sourcing from the DRC and Covered Countries.

Our Policy notes that Netlist expects its suppliers to have in place policies and due diligence measures that will enable us to reasonably assure that products and components supplied to us containing Conflict Minerals are DRC conflict free. Netlist expects our suppliers to comply with the EICC Code of Conduct and conduct their business in alignment with Netlist supply chain responsibility expectations.

b.              Internal Management to Support Supply Chain Due Diligence: Members of our management (the “Conflict Minerals Team”) participate in the design and execution of our conflict minerals program and cooperate to manage and support our supply chain due diligence. The Conflict Minerals Team identified the suppliers to be contacted, and adopted and approved for use the CMRT discussed above. We interact with our suppliers to obtain updated and current CMRTs and analyze the information provided by each supplier on the sourcing of the Conflict Minerals used in the manufacture of the Covered Products. Each response is reviewed to identify missing information and unclear responses. Our Conflict Minerals Team meets regularly to discuss the results of the due diligence efforts and appropriate follow-up measures to be taken with our suppliers.

c.               Controls and Transparency to Support Supply Chain Diligence: We use the CMRT to identify the smelters and refiners that are in the supply chain of each of our suppliers. We periodically review and compare this list to the list of smelters and refiners identified by the CFSI to be active in the CFSI. This enables us to identify the smelters and refiners that have been determined to be conflict-free and those that are actively progressing towards an audit to determine their status. We have determined that this approach represents the most reasonable effort we can make to determine whether the minerals used in the production of our Covered Products are conflict-free.

d.              Supplier Engagement: We are dependent upon our suppliers to identify the sources and status of the Conflict Minerals used in our Covered Products and to encourage each smelter and refinery in our supply chain to become an active participant in the CFSI. We actively engage with our suppliers to strengthen our relationship with them and we have communicated to our suppliers our commitment to sourcing Conflict Minerals in a manner that does not benefit armed groups in the Covered Countries.

2.              Identification and Assessment of Risks in the Supply Chain

Because of our position within our supply chain, it is difficult for us to identify actors upstream from our suppliers. As discussed above, we identified each of our suppliers and we have relied upon them to provide us with the necessary information about the source of Conflict Minerals contained in Covered Products. Our suppliers are similarly reliant upon information provided by their suppliers to provide information regarding the country of origin of Conflict Minerals that are included in the Covered Products.

We requested each of our suppliers to complete the CMRT and review the sourcing information provided in response to our requests for accuracy and completeness. In the event we find the responses to the CMRT unclear or incomplete, we contact the supplier in question for additional

information and clarification. We intend to contact each of our suppliers at least once every six months to check on the status of their continuing due diligence and to obtain updated information. We record all information obtained from the CMRTs to identify the smelters and refiners in our supply chain. We compare the list of the smelters and refiners in our supply chain to the lists compiled by the CFSI to determine which smelters have been determined to be compliant with the CFSI assessment protocols.

3.              Designing and Implementing a Strategy to Respond to Identified Risks

In response to this risk assessment, the Company is designing and implementing a management plan which will be managed and monitored through the above-described Conflict Minerals Team under the oversight of our manufacturing management. As noted above, we obtain information from the CFSI to identify smelters that provide material to our supply chain and to determine whether these smelters are compliant with the CFSI assessment protocols.

We have communicated our expectation to all of Netlist’s suppliers that products and components supplied to Netlist which contain Conflict Minerals be DRC conflict free.

4.              Carrying Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

We do not have a direct relationship with any smelters or refiners in our supply chain and, as a result, we do not directly conduct audits. Instead, we will support the development and implementation of independent third party audits of smelters such as the CFSI by encouraging our contract manufacturers and component suppliers to purchase materials from audited, conflict-free smelters and to determine that smelters used to process these minerals are validated as conflict-free as part of the CFSI.

5.              Reporting on Supply Chain Due Diligence

In 2015, we publicly filed the Form SD and this Report with the SEC, and a copy of this Report and the Form SD are publicly available at www.netlist.com.

This Report includes information about the RCOI methodology utilized by the Company, the design of our due diligence process in conformance with the OECD Guidelines, the list of known smelters utilized in our supply chain identified in our due diligence process and a description of our products that incorporate conflict minerals necessary to the functionality or production of such Covered Products.

Findings and Conclusions

Based on the information that was provided by our suppliers and otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict Minerals contained in the Covered Products include the smelters and refiners listed below, including whether such smelters participate in the CFSI.

“CF” indicates that as of May 15, 2015, the smelter participates in the CFSI and has been certified and audited by the CFSI.

“AU” indicates that the smelter has agreed to participate in the CFSI, but that as of May 15, 2015, the audit process has not yet been completed.

DRC Conflict Undeterminable

After exercising the due diligence described above, the Company was unable to determine whether or not each of the Covered Products qualify as “DRC conflict free,” as defined under the Rule. Accordingly, the Company has reasonably determined that each of the Covered Products is “DRC conflict undeterminable,” as defined in the Rule.

Future Steps

We have communicated our expectations regarding the use of Conflict Minerals to our suppliers. Since the end of 2014, we have engaged with our suppliers to update their information on the source and chain of custody of Conflict Minerals in our supply chain and to require that all smelters utilized agree to participate in the CFSI.