Exhibit (a)(1)(D)
INSTRUCTIONS TO NOTICE OF WITHDRAWAL OF ELECTION FORM
If you previously elected to accept the offer by Minerva Neurosciences, Inc. (“Minerva”) to exchange some or all of your outstanding Eligible Options for New Restricted Stock Units, subject to the terms and conditions of the Offer to Exchange Eligible Options for New Restricted Stock Units, dated July 6, 2021 (the “Exchange Offer”), and you would like to change your election and withdraw the tender of any of your Eligible Options for exchange, you must complete and sign this Notice of Withdrawal of Election Form (this “Notice of Withdrawal”) and return it to Minerva before 5:00 p.m., Eastern Time, on Tuesday, August 3, 2021. Once you have completed and signed this Notice of Withdrawal, please return it to Minerva by the following means:
Return via email (by PDF or similar imaged document file) to: option.exchange@minervaneurosciences.com
Your tendered Eligible Options will not be considered withdrawn from the Exchange Offer until we receive your properly completed and signed Notice of Withdrawal. If you miss the deadline to submit the Notice of Withdrawal but remain an Eligible Holder, any previously tendered Eligible Options will be cancelled pursuant to the Exchange Offer in exchange for the grant of New PRSUs. You must sign the Notice of Withdrawal using the same name that appears on the Election Form you previously submitted. If your signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity for you, the signer’s full title and proper evidence of the authority of that person to act in that capacity must be identified on this Notice of Withdrawal.
You should receive a confirmation of receipt within three (3) business days after submitting your Notice of Withdrawal. If you have not received a confirmation of receipt before less than three (3) business days before Tuesday, August 3, 2021, please contact us promptly via email at option.exchange@minervaneurosciences.com to confirm that we received your Notice of Withdrawal.
DO NOT COMPLETE AND RETURN THIS NOTICE OF WITHDRAWAL UNLESS YOU WISH TO WITHDRAW A PREVIOUS TENDER OF ELIGIBLE OPTIONS FOR EXCHANGE PURSUANT TO THE EXCHANGE OFFER.
MINERVA NEUROSCIENCES, INC.
1601 TRAPELO ROAD, SUITE 286
WALTHAM, MA 02451
NOTICE OF WITHDRAWAL OF ELECTION FORM
Return via email (by PDF or similar imaged document file) to: option.exchange@minervaneurosciences.com
I previously received from Minerva the Offer to Exchange Eligible Options for New Restricted Stock Units, dated July 6, 2021, and the Election Form. I signed and returned the Election Form, in which I elected to tender some or all of my Eligible Options in exchange for New PRSUs. By submitting this Notice of Withdrawal of Election Form (this “Notice of Withdrawal”), I am revoking that election and hereby withdraw from the Exchange Offer with respect to the Eligible Options listed below:
Eligible Options | Withdrawal of election to tender Eligible Option for New PRSU(s) | |||||||||
Grant | Grant Date | Grant Type | Exercise Price | Eligible Shares | ||||||
☐ ISO ☐ NSO | XXXXX (vested, unvested) | ☐ Revoke election | ||||||||
☐ ISO ☐ NSO | XXXXX (vested, unvested) | ☐ Revoke election | ||||||||
☐ ISO ☐ NSO | XXXXX (vested, unvested) | ☐ Revoke election | ||||||||
I understand that, by signing this Notice of Withdrawal and delivering it to Minerva, I withdraw my acceptance of the Exchange Offer with respect to the Eligible Options listed above. By rejecting the Exchange Offer with respect to the Eligible Options listed above, I understand that such Eligible Options will not be cancelled in exchange for the grant of New PRSUs, and I will retain these Eligible Options subject to their existing exercise price, term, vesting schedule and other terms and conditions. I agree that Minerva has made no representations or warranties to me regarding my rejection of the Exchange Offer. The withdrawal of the Eligible Options listed above is at my sole and exclusive discretion. I agree that Minerva will not be liable for any costs, taxes, losses or damages I may incur as a result of my decision to withdraw the Eligible Options listed above.
By signing below, I hereby revoke my prior election to tender the Eligible Options listed above.
(Signature)
(Print Name)
(Date)
