UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Month of December 2021

Commission File Number 001-40504

Tremor International Ltd.
(Translation of registrant’s name into English)

82 Yigal Alon Street, Tel Aviv 6789124, Israel
 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 



Explanatory Note

On December 24, 2021, the Company intends to issue an announcement titled “Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5” pursuant to the AIM Market Rules, a copy of which is attached as Exhibit 99.1 to this Form 6-K.

The information in this report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit 99.1
Company announcement dated December 24, 2021, “Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5”.



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 undersigned, thereunto duly authorized.

Tremor International Ltd.
 
     
By:
/S/ Sagi Niri
 
Name:
Sagi Niri
 
Title:
Chief Financial Officer
 

Date: December 24, 2021



Exhibit List
 
 




Exhibit 99.1

24 December 2021
 
Tremor International Ltd
 
("Tremor" or the "Company")
 
 Director Dealings Pursuant to Previously Established Non-Discretionary
 
Plans to Trade Under Rule 10b-5
 
Tremor International Ltd. (AIM/NASDAQ: TRMR), a global leader in Video and Connected TV ('CTV') advertising, offering an end-to-end technology platform that enables advertisers to reach relevant audiences and publishers to maximize yield on their digital advertising inventory, announces that in accordance with the vesting schedule for certain restricted stock units over Ordinary Shares of NIS0.01 each in the capital of the Company (“RSUs” and “Ordinary Shares”) 393,750 time based RSUs over Ordinary Shares have vested and been issued to certain Directors of the Company as set out in the table below. In order to cover the tax obligations triggered by the vesting of the RSUs, certain Directors have also sold shares (the “Share Sale”) of NIS0.01 each in the capital of the Company of the Directors. Full details of the Share Sale are detailed in the table below.
 
The Ordinary Shares were sold on the NASDAQ Global Market in order to cover the tax obligations of certain Directors pursuant to previously established non-discretionary plans to trade in the Company’s Ordinary Shares in accordance with the terms of Rule 10b5-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended.
 
Director
Position
Ordinary Shares Issued
Ordinary Shares Sold
Share Sale Price
Resultant Holding
% of total voting rights
Ofer Druker
Chief Executive Officer
218,750
109,376
$7.25
2,851,081
1.85%
Yaniv Carmi
Chief Operating Officer
96,250
48,126
$7.25
1,207,399
0.78%
Sagi Niri
Chief Financial Officer
78,750
-
-
255,150
0.17%

This announcement also includes a report on the sale of 728 Ordinary Shares by Ofer Druker on 9 November 2021 at $10.01 per Ordinary Share, which were not included by a clerical mistake in the Company’s announcement of 12 November 2021. Ofer Druker’s current resultant holding remains as stated in the table above.
 

For further information please contact:
 
Tremor International Ltd
Billy Eckert, Investor Relations
ir@tremorinternational.com
 
 
KCSA (U.S. Investor Relations)
Adam Holdsworth, Investor Relations
aholdsworth@kcsa.com
 
 
Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia
Antonia Pollock
Tel: +44 20 7390 0230 or tremor@vigoconsulting.com
 
 
finnCap Ltd
Jonny Franklin-Adams / James Thompson (Corporate Finance)
Tim Redfern / Dicky Chambers (ECM)
Tel: +44 20 7220 0500
 
 
Stifel Nicolaus Europe Limited
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
Tel: +44 20 7710 7600
 
 
About Tremor International
 
Tremor is a global company offering an end-to-end technology advertising platform, operating across three core capabilities - Video, Data and CTV. Tremor International's unique approach is centered on offering a full stack of end-to-end solutions which provides it with a major competitive advantage within the video advertising ecosystem.
 
Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative content. Tremor Video's innovative video advertising technology has offerings in CTV, in-stream, out-stream and in-app.
 
The media side of Tremor International, Unruly, drives real business outcomes in multiscreen advertising. Its programmatic platform efficiently and effectively delivers performance, quality, and actionable data to demand and supply-focused clients and partners. Tremor International has a meaningful number of direct integrations with publishers, unique demand relationships with a variety of advertisers and privileged access to News Corp inventory. Unruly connects to the world's largest DSPs and is compatible with most Ad Age top 100 brands.
 
Tremor International is headquartered in Israel and maintains offices throughout the United States, Canada, Europe, Asia-Pacific and Australia and is traded on the London Stock Exchange (AIM: TRMR) and NASDAQ (TRMR).
 
For more information visit:  https://www.tremorinternational.com/
 

1. 
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Ofer Druker
2. 
Reason for the Notification
a)
Position/status
Chief Executive Officer
b)
Initial notification/Amendment
Initial
3. 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Tremor International Ltd
b)
LEI
213800ZNSR7AIJZ2J557
4. 
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Restricted Stock Units over Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Vesting of RSUs
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
n/a
218,750
 
d)
Aggregated information:

• Aggregated volume

• Price
 

218,750 Ordinary Shares

n/a
e)
Date of the transaction
22 December 2021
f)
Place of the transaction
NASDAQ Global Market


 
1. 
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Yaniv Carmi
2. 
Reason for the Notification
a)
Position/status
Chief Operating Officer
b)
Initial notification/Amendment
Initial
3. 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Tremor International Ltd
b)
LEI
213800ZNSR7AIJZ2J557
4. 
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Restricted Stock Units over Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Vesting of RSUs
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
n/a
96,250
 
d)
Aggregated information:

• Aggregated volume

• Price
 

96,250 Ordinary Shares

n/a
e)
Date of the transaction
22 December 2021
f)
Place of the transaction
NASDAQ Global Market


1. 
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Sagi Niri
2. 
Reason for the Notification
a)
Position/status
Chief Financial Officer
b)
Initial notification/Amendment
Initial
3. 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Tremor International Ltd
b)
LEI
213800ZNSR7AIJZ2J557
4. 
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Restricted Stock Units over Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Vesting of RSUs
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
n/a
78,750
 
d)
Aggregated information:

• Aggregated volume

• Price
 
 
78,750 Ordinary Shares

n/a
e)
Date of the transaction
22 December 2021
f)
Place of the transaction
NASDAQ Global Market


 
1. 
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Ofer Druker
2. 
Reason for the Notification
a)
Position/status
Chief Executive Officer
b)
Initial notification/Amendment
Initial
3. 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Tremor International Ltd
b)
LEI
213800ZNSR7AIJZ2J557
4. 
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Sale of Ordinary Shares
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
$7.25
109,376
 
d)
Aggregated information:

• Aggregated volume

• Price


109,376 Ordinary Shares

$792,976.00
e)
Date of the transaction
22 December 2021
f)
Place of the transaction
NASDAQ Global Market


 
1. 
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Yaniv Carmi
2. 
Reason for the Notification
a)
Position/status
Chief Operating Officer
b)
Initial notification/Amendment
Initial
3. 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Tremor International Ltd
b)
LEI
213800ZNSR7AIJZ2J557
4. 
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Sale of Ordinary Shares
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
$7.25
48,126
 
d)
Aggregated information:

• Aggregated volume

• Price


48,126 Ordinary Shares

$348,913.50
e)
Date of the transaction
22 December 2021
f)
Place of the transaction
NASDAQ Global Market