Form SEC 0697 SEC 0697 Form SD

Form SD

formsd.03-31-2023

Form SD

OMB: 3235-0697

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OMB APPROVAL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


OMB Number: 3235-0697
Expires: March 31, 2023
Estimated average burden
hours per response.... 476.12

FORM SD

Specialized Disclosure Report


_________________________________________________________________________________________________________
	

	

	

	

	

(Exact	name	of	registrant	as	specified	in	its	charter)

______________________________________________________________________________________________________________
	
(State	or	other	jurisdiction	
(Commission	
	(IRS	Employer

					of	incorporation	or	organization)	
File	Number)	
Identification	No.)

______________________________________________________________________________________________________________
			(Address	of	principal	executive	offices)																																																																																																			(Zip	Code)
______________________________________________________________________________________________________________
(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:
____				Rule	13p-1	under	the	Securities	Exchange	Act	(17	CFR	240.13p-1)	for	the	reporting	period	from	January	1	to	December	31,	______.

GENERAL INSTRUCTIONS
A. Rule as to Use of Form SD.
This	form	shall	be	used	for	a	report	pursuant	to	Rule	13p-1	(17	CFR	240.13p-1)	under	the	Exchange	Act.
B. Information to be Reported and Time for Filing of Reports.
	 1. Form	filed	under	Rule	13p-1.	A	report	on	this	Form	shall	be	filed	on	EDGAR	no	later	than	May	31	after	the	end	of	the	issuer’s	most	recent	calendar	year.
	 2. If	the	deadline	for	filing	this	form	occurs	on	a	Saturday,	Sunday	or	holiday	on	which	the	Commission	is	not	open	for	business,	then	the	deadline	shall	be	the	next	business	day.
C. Inapplicability to Registered Investment Companies.
	 The	disclosures	required	in	Form	SD	shall	not	apply	to	investment	companies	required	to	file	reports	pursuant	to	Rule	30d-1	(17	
CFR	270.30d-1)	under	the	Investment	Company	Act	of	1940.
SEC0697	(1-14)

Potential persons who are to respond to the collection of information contained
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D. Preparation of Report.
	 This	form	is	not	to	be	used	as	a	blank	form	to	be	filled	in,	but	only	as	a	guide	in	the	preparation	of	the	report	meeting	the	requirements	of	Rule	12b-12	(17	CFR	240.12b-12).	The	report	shall	contain	the	number	and	caption	of	the	applicable	item,	but	the	text	of	
such	item	may	be	omitted,	provided	the	answers	thereto	are	prepared	in	the	manner	specified	in	Rule	12b-13	(17	CFR	240.12b-13).	All	
items	that	are	not	required	to	be	answered	in	a	particular	report	may	be	omitted	and	no	reference	thereto	need	be	made	in	the	report.	
All	instructions	should	also	be	omitted.
E. Application of General Rules and Regulations.
	 The	General	Rules	and	Regulations	under	the	Act	(17	CFR	Part	240)	contain	certain	general	requirements	which	are	applicable	to	
reports	on	any	form.	These	general	requirements	should	be	carefully	read	and	observed	in	the	preparation	and	filing	of	reports	on	this	
form.
F. Signature and Filing of Report
The	report	must	be	signed	by	the	registrant	on	behalf	of	the	registrant	by	an	executive	officer.
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
	 (a)		 If	any	conflict	minerals,	as	defined	by	paragraph	(d)(3)	of	this	item,	are	necessary	to	the	functionality	or	production	of	a	
product	manufactured	by	the	registrant	or	contracted	by	the	registrant	to	be	manufactured	and	are	required	to	be	reported	in	the	calendar	year	covered	by	the	specialized	disclosure	report,	the	registrant	must	conduct	in	good	faith	a	reasonable	country	of	origin	inquiry	
regarding	those	conflict	minerals	that	is	reasonably	designed	to	determine	whether	any	of	the	conflict	minerals	originated	in	the	
Democratic	Republic	of	the	Congo	or	an	adjoining	country,	as	defined	by	paragraph	(d)(1)	of	this	item,	or	are	from	recycled	or	scrap	
sources,	as	defined	by	paragraph	(d)(6)	of	this	item.
	 (b)		 Based	on	its	reasonable	country	of	origin	inquiry,	if	the	registrant	determines	that	its	necessary	conflict	minerals	did	not	
originate	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country	or	did	come	from	recycled	or	scrap	sources,	or	if	it	has	no	
reason	to	believe	that	its	necessary	conflict	minerals	may	have	originated	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	
country,	or	if	based	on	its	reasonable	country	of	origin	inquiry	the	registrant	reasonably	believes	that	its	necessary	conflict	minerals	
did	come	from	recycled	or	scrap	sources,	the	registrant	must,	in	the	body	of	its	specialized	disclosure	report	under	a	separate	heading	entitled	“Conflict	Minerals	Disclosure,”	disclose	its	determination	and	briefly	describe	the	reasonable	country	of	origin	inquiry	it	
undertook	in	making	its	determination	and	the	results	of	the	inquiry	it	performed.	Also,	the	registrant	must	disclose	this	information	
on	its	publicly	available	Internet	website	and,	under	a	separate	heading	in	its	specialized	disclosure	report	entitled	“Conflict	Minerals	
Disclosure,”	provide	a	link	to	that	website.
	 (c)		 Alternatively,	based	on	its	reasonable	country	of	origin	inquiry,	if	the	registrant	knows	that	any	of	its	necessary	conflict	
minerals	originated	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country	and	are	not	from	recycled	or	scrap	sources,	or	
has	reason	to	believe	that	its	necessary	conflict	minerals	may	have	originated	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country	and	has	reason	to	believe	that	they	may	not	be	from	recycled	or	scrap	sources,	the	registrant	must	exercise	due	diligence	
on	the	source	and	chain	of	custody	of	its	conflict	mineral,	as	discussed	in	paragraph	(c)(1)	of	this	item,	that	conforms	to	a	nationally	or	
internationally	recognized	due	diligence	framework,	if	such	a	framework	is	available	for	the	conflict	mineral.	If,	as	a	result	of	that	due	
diligence,	the	registrant	determines	that	its	conflict	minerals	did	not	originate	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country	or	the	registrant	determines	that	its	conflict	minerals	did	come	from	recycled	or	scrap	sources,	a	Conflict	Minerals	Report	
is	not	required,	but	the	registrant	must	disclose	its	determination	and	briefly	describe,	in	the	body	of	its	specialized	disclosure	report	
under	a	separate	heading	entitled	“Conflict	Minerals	Disclosure,”	the	reasonable	country	of	origin	inquiry	and	the	due	diligence	efforts	
it	undertook	in	making	its	determination	and	the	results	of	the	inquiry	and	due	diligence	efforts	it	performed.	Also,	the	registrant	must	
disclose	this	information	on	its	publicly	available	Internet	website	and,	under	a	separate	heading	in	its	specialized	disclosure	report	
entitled	“Conflict	Minerals	Disclosure,”	provide	a	link	to	that	website.	Otherwise,	the	registrant	must	file	a	Conflict	Minerals	Report	as	
an	exhibit	to	its	specialized	disclosure	report	and	provide	that	report	on	its	publicly	available	Internet	website.	Under	a	separate	heading	in	its	specialized	disclosure	report	entitled	“Conflict	Minerals	Disclosure,”	the	registrant	must	disclose	that	it	has	filed	a	Conflict	
Minerals	Report	and	provide	the	link	to	its	Internet	website	where	the	Conflict	Minerals	Report	is	publicly	available.
			

	

	

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The	Conflict	Minerals	Report	must	include	the	following	information:
	 (1)		 Due Diligence:	A	description	of	the	measures	the	registrant	has	taken	to	exercise	due	diligence	on	the	source	and	chain	of	
custody	of	those	conflict	minerals;
	 	 	 (i)		
The	registrant’s	due	diligence	must	conform	to	a	nationally	or	internationally	recognized	due	diligence	framework,	
if	such	a	framework	is	available	for	the	conflict	mineral;
	 	 	 (ii)		
Except	as	provided	in	paragraphs	(c)(1)(iv),	(c)(1)(v),	and	(c)(1)(vi)	of	this	item,	the	due	diligence	measures	shall	
include	but	not	be	limited	to	an	independent	private	sector	audit	of	the	Conflict	Minerals	Report	that	is	conducted	in	accordance	with	
standards	established	by	the	Comptroller	General	of	the	United	States	and	certified	pursuant	to	paragraph	(c)(1)(ii)(B)	of	this	item,	
which	shall	constitute	a	critical	component	of	the	registrant’s	due	diligence	in	establishing	the	source	and	chain	of	custody	of	the	necessary	conflict	minerals.
	 	 	 	 (A)		 The	objective	of	the	audit	of	the	Conflict	Minerals	Report	is	to	express	an	opinion	or	conclusion	as	to	whether	the	
design	of	the	registrant’s	due	diligence	measures	as	set	forth	in,	and	with	respect	to	the	period	covered	by,	the	registrant’s	Conflict	
Minerals	Report,	is	in	conformity	with,	in	all	material	respects,	the	criteria	set	forth	in	the	nationally	or	internationally	recognized	due	
diligence	framework	used	by	the	registrant,	and	whether	the	registrant’s	description	of	the	due	diligence	measures	it	performed	as	set	
forth	in	the	Conflict	Minerals	Report,	with	respect	to	the	period	covered	by	the	report,	is	consistent	with	the	due	diligence	process	that	
the	registrant	undertook.
	 	 	 				(B)		 The	registrant’s	Conflict	Minerals	Report	must	include	a	statement	that	the	registrant	has	obtained	an	independent	
private	sector	audit	of	the	Conflict	Minerals	Report,	which	shall	constitute	an	audit	certification;
	 	 	 					(C)		 As	part	of	the	Conflict	Minerals	Report,	the	registrant	must	identify	the	independent	private	sector	auditor	of	the	
report,	if	the	auditor	is	not	identified	in	the	audit	report,	and	provide	the	audit	report	prepared	by	the	auditor	in	accordance	with	standards	established	by	the	Comptroller	General	of	the	United	States;
	 	 	 (iii)		
Any	registrant	that	manufactures	products	or	contracts	for	products	to	be	manufactured	that	are	“DRC	conflict	undeterminable,”	as	defined	in	paragraph	(d)(5)	of	this	item,	must	disclose	the	steps	it	has	taken	or	will	take,	if	any,	since	the	end	of	the	
period	covered	in	its	most	recent	prior	Conflict	Minerals	Report	to	mitigate	the	risk	that	its	necessary	conflict	minerals	benefit	armed	
groups,	including	any	steps	to	improve	its	due	diligence.
	 	 	 (iv)		
For	the	temporary	period	specified	in	Instruction	2	to	Item	1.01,	following	its	exercise	of	appropriate	due	diligence,	
a	registrant	with	products	that	are	“DRC	conflict	undeterminable”	is	not	required	to	obtain	an	independent	private	sector	audit	of	its	
Conflict	Minerals	Report	regarding	the	conflict	minerals	that	the	registrant	is	unable	to	determine	did	not	originate	in	the	Democratic	
Republic	of	the	Congo	or	an	adjoining	country,	or	that	the	registrant	is	unable	to	determine	did	not	directly	or	indirectly	finance	or	
benefit	armed	groups	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country.
	 	 	 (v)		
If	a	nationally	or	internationally	recognized	due	diligence	framework	does	not	exist	for	a	necessary	conflict	mineral,	
until	such	a	framework	is	developed,	the	registrant	is	required	to	exercise	appropriate	due	diligence	in	determining	the	source	and	
chain	of	custody	of	the	necessary	conflict	mineral,	including	whether	the	conflict	mineral	is	from	recycled	or	scrap	sources,	without	
the	benefit	of	a	due	diligence	framework.	If	a	nationally	or	internationally	recognized	due	diligence	framework	becomes	available	
for	the	necessary	conflict	mineral	prior	to	June	30	of	a	calendar	year,	the	registrant	must	use	that	framework	in	the	subsequent	calendar	year.	If	the	due	diligence	guidance	does	not	become	available	until	after	June	30	of	a	calendar	year,	the	registrant	is	not	required	
to	use	that	framework	until	the	second	calendar	year	after	the	framework	becomes	available	to	provide	a	full	calendar	year	before	
implementation.	If	no	nationally	or	internationally	recognized	due	diligence	framework	is	available	for	a	particular	conflict	mineral	
from	recycled	or	scrap	sources,	the	due	diligence	inquiry	regarding	the	conflict	mineral	focuses	on	whether	the	conflict	mineral	is	from	
recycled	or	scrap	sources.	In	addition,	an	independent	private	sector	audit	will	not	be	required	for	the	section	of	the	Conflict	Minerals	
Report	pertaining	to	the	registrant’s	due	diligence	on	that	recycled	or	scrap	conflict	mineral.
	 	 	 (vi)		
If	the	registrant	performs	due	diligence	because	it	has	a	reason	to	believe	that	its	conflict	minerals	originated	in	the	
Democratic	Republic	of	the	Congo	or	an	adjoining	country,	and	as	a	result	of	that	due	diligence	it	determines	that	its	conflict	minerals	
did	not	originate	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country	(or	it	determines	as	a	result	of	that	due	diligence	
that	its	necessary	conflict	minerals	did	come	from	recycled	or	scrap	sources),	a	Conflict	Minerals	Report	and	an	audit	is	not	required.
	

(2)		 Product Description: Any	registrant	that	manufactures	products	or	contracts	for	products	to	be	manufactured	that	have	not	
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been	found	to	be	“DRC	conflict	free,”	as	defined	in	paragraph	(d)(4)	of	this	item,	must	provide	a	description	of	those	products,	the	
facilities	used	to	process	the	necessary	conflict	minerals	in	those	products,	the	country	of	origin	of	the	necessary	conflict	minerals	in	
those	products,	and	the	efforts	to	determine	the	mine	or	location	of	origin	with	the	greatest	possible	specificity.
	 	 (i)		For	the	temporary	period	specified	in	Instruction	2	to	Item	1.01,	following	its	exercise	of	appropriate	due	diligence,	any	registrant	that	manufactures	products	or	contracts	for	products	to	be	manufactured	that	are	“DRC	conflict	undeterminable”	must	provide	
a	description	of	those	products,	the	facilities	used	to	process	the	necessary	conflict	minerals	in	those	products,	if	known,	the	country	
of	origin	of	the	necessary	conflict	minerals	in	those	products,	if	known,	and	the	efforts	to	determine	the	mine	or	location	of	origin	with	
the	greatest	possible	specificity;
	 	 (ii)		 A	registrant	is	not	required	to	provide	the	information	in	paragraph	(c)(2)	of	this	item	if	the	necessary	conflict	minerals	in	
its	product	are	solely	from	recycled	or	scrap	sources	because	those	products	are	considered	“DRC	conflict	free.”	
	 (d)		 For	the	purposes	of	this	item,	the	following	definitions	apply:
	 	 (1)		Adjoining country.	The	term	adjoining country	means	a	country	that	shares	an	internationally	recognized	border	with	the	
Democratic	Republic	of	the	Congo.
	 	 (2)		Armed group.	The	term	armed group	means	an	armed	group	that	is	identified	as	a	perpetrator	of	serious	human	rights	abuses	
in	annual	Country	Reports	on	Human	Rights	Practices	under	sections	116(d)	and	502B(b)	of	the	Foreign	Assistance	Act	of	1961	(22	
U.S.C.	2151n(d)	and	2304(b))	relating	to	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country.
	

(3)		 Conflict mineral.	The	term	conflict mineral	means:

	 	 (i)		Columbite-tantalite	(coltan),	cassiterite,	gold,	wolframite,	or	their	derivatives,	which	are	limited	to	tantalum,	tin,	and	tungsten,	unless	the	Secretary	of	State	determines	that	additional	derivatives	are	financing	conflict	in	the	Democratic	Republic	of	the	
Congo	or	an	adjoining	country;	or
	 	 (ii)		 Any	other	mineral	or	its	derivatives	determined	by	the	Secretary	of	State	to	be	financing	conflict	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country.
	 (4)		 DRC conflict free.	The	term	DRC conflict free	means	that	a	product	does	not	contain	conflict	minerals	necessary	to	the	functionality	or	production	of	that	product	that	directly	or	indirectly	finance	or	benefit	armed	groups,	as	defined	in	paragraph	(d)(2)	of	this	
item,	in	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country.	Conflict	minerals	that	a	registrant	obtains	from	recycled	or	
scrap	sources,	as	defined	in	paragraph	(d)(6)	of	this	item,	are	considered	DRC	conflict	free.
	 (5)		 DRC conflict undeterminable.	The	term	DRC conflict undeterminable	means,	with	respect	to	any	product	manufactured	or	
contracted	to	be	manufactured	by	a	registrant,	that	the	registrant	is	unable	to	determine,	after	exercising	due	diligence	as	required	by	
paragraph	(c)(1)	of	this	item,	whether	or	not	such	product	qualifies	as	DRC	conflict	free.
	 (6)		 Conflict Minerals from Recycled or Scrap Sources.	Conflict	minerals	are	considered	to	be	from	recycled	or	scrap	sources	
if	they	are	from	recycled	metals,	which	are	reclaimed	end-user	or	post-consumer	products,	or	scrap	processed	metals	created	during	
product	manufacturing.	Recycled	metal	includes	excess,	obsolete,	defective,	and	scrap	metal	materials	that	contain	refined	or	processed	metals	that	are	appropriate	to	recycle	in	the	production	of	tin,	tantalum,	tungsten	and/or	gold.	Minerals	partially	processed,	
unprocessed,	or	a	bi-product	from	another	ore	will	not	be	included	in	the	definition	of	recycled	metal.
	 (7)		 Outside the Supply Chain.	A	conflict	mineral	is	considered	outside the supply chain	after	any	columbite-tantalite,	cassiterite,	
and	wolframite	minerals,	or	their	derivatives,	have	been	smelted;	any	gold	has	been	fully	refined;	or	any	conflict	mineral,	or	its	derivatives,	that	have	not	been	smelted	or	fully	refined	are	located	outside	of	the	Democratic	Republic	of	the	Congo	or	an	adjoining	country.
	 (8)		 Nationally or internationally recognized due diligence framework.	The	term	“nationally	or	internationally	recognized	due	
diligence	framework”	means	a	nationally	or	internationally	recognized	due	diligence	framework	established	following	due-process	
procedures,	including	the	broad	distribution	of	the	framework	for	public	comment,	and	is	consistent	with	the	criteria	standards	in	the	
Government	Auditing	Standards	established	by	the	Comptroller	General	of	the	United	States.

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Item 1.02 Exhibit
Registrants	shall	file,	as	an	exhibit	to	this	Form	SD,	the	Conflict	Minerals	Report	required	by	Item	1.01.
Instructions to Item 1.01
	 (1)		 A	registrant	that	mines	conflict	minerals	would	not	be	considered	to	be	manufacturing	those	minerals	for	the	purpose	of	this	
item.	The	specialized	disclosure	report	on	Form	SD	shall	cover	a	calendar	year,	regardless	of	the	registrant’s	fiscal	year,	and	be	due	
annually	on	May	31	for	the	prior	calendar	year.
	 (2)		 During	the	first	two	calendar	years	following	November	13,	2012	for	all	registrants	and	the	first	four	calendar	years	for	any	
smaller	reporting	company,	a	registrant	will	not	be	required	to	submit	an	audit	report	of	its	Conflict	Minerals	Report	prepared	by	an	
independent	private	sector	auditor	with	respect	to	the	conflict	minerals	in	any	of	its	products	that	are	“DRC	conflict	undeterminable.”	
Beginning	with	the	third	or	fifth	reporting	calendar	year,	as	applicable,	a	registrant	with	products	manufactured	or	contracted	to	be	
manufactured	that	are	“DRC	conflict	undeterminable,”	must	describe	those	products	as	having	not	been	found	to	be	“DRC	conflict	
free”	and	must	provide	the	information	required	in	paragraph	(c)	of	this	item	including	the	audit	report.
	 (3)		 A	registrant	that	acquires	or	otherwise	obtains	control	over	a	company	that	manufactures	or	contracts	to	manufacture	products	
with	conflict	minerals	necessary	to	the	functionality	or	production	of	those	products	that	previously	had	not	been	obligated	to	provide	
a	specialized	disclosure	report	with	respect	to	its	conflict	minerals	will	be	permitted	to	delay	reporting	on	the	products	manufactured	
by	the	acquired	company	until	the	end	of	the	first	reporting	calendar	year	that	begins	no	sooner	than	eight	months	after	the	effective	
date	of	the	acquisition.
	 (4)		 A	registrant	is	not	required	to	provide	any	information	regarding	its	conflict	minerals	that,	prior	to	January	31,	2013,	are	
located	outside	of	the	supply	chain,	as	defined	by	paragraph	(d)(7)	of	this	item.
	 (5)		 A	registrant	must	provide	its	required	conflict	minerals	information	for	the	calendar	year	in	which	the	manufacture	of	a	
product	that	contains	any	conflict	minerals	necessary	to	the	functionality	or	production	of	that	product	is	completed,	irrespective	of	
whether	the	registrant	manufactures	the	product	or	contracts	to	have	the	product	manufactured.
Section 2 – Exhibits
Item

2.01 Exhibits

List	below	the	following	exhibit	filed	as	part	of	this	report.
Exhibit	1.01	–	Conflict	Minerals	Report	as	required	by	Items	1.01	and	1.02	of	this	Form.	
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.
______________________________
(Registrant)
__________________________________________________
________________________
By	(Signature	and	Title)*	 																																																																																																																																																			(Date)
*Print	name	and	title	of	the	registrant’s	signing	executive	officer	under	his	or	her	signature.

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File Typeapplication/pdf
File TitleFORM SD
SubjectSEC697, Modified.date: 2020-03-04
AuthorU.S. Securities and Exchange Commission
File Modified2020-04-23
File Created2014-01-09

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