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 April 2022

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.

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 April 20, 2022, the Company issued 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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

---

Exhibit 99.1

Tremor International Ltd

 

 

 Director Dealings Pursuant to Previously Established Non-Discretionary

 

Plans to Trade Under Rule 10b-5

 

Tremor International Ltd. (AIM/NASDAQ: TRMR) ("Tremor" or the "Company"), a global leader in Video, Data and Connected TV ("CTV") advertising offering an end-to-end technology platform that enables advertisers to optimize their campaigns and media partners to maximize yield on their digital advertising inventory, announces that in accordance with the vesting schedule for certain performance stock units over Ordinary Shares of NIS0.01 each in the capital of the Company (“PSUs” and “Ordinary Shares”) 1,520,218 time based PSUs 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 PSUs, 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 part of 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.

 

For further information please contact:

 

 

Tremor is a global company offering an end-to-end technology advertising platform, operating across three core capabilities - Video, Data and CTV. Tremor'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. To learn more, visit www.tremorvideo.com

 

Unruly, the media side of Tremor, 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 has a meaningful number of direct integrations with premium 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. To learn more, visit www.unruly.co

 

Tremor is headquartered in Israel and maintains offices throughout the United States, Canada, Europe, Asia-Pacific and is traded on the London Stock Exchange (AIM: TRMR) and NASDAQ (TRMR).

 

For more information, visit: https://www.tremorinternational.com/ 

 

* In accordance with terms of the PSU Award Agreement, the PSUs are deemed vested on 24 February 2022, the date the Company publicly issued its audited financial statements for the year ended 31 December 2021.

 

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	Performance Stock Units over Ordinary Shares of NIS 0.01 each
	Identification code	IL0011320343
b)	Nature of the transaction	Vesting of PSUs
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		n/a	490,538
d)	Aggregated information: • Aggregated volume • Price	490,538 Ordinary Shares n/a
e)	Date of the transaction	12 April 2022*
f)	Place of the transaction	NASDAQ Global Market

* In accordance with terms of the PSU Award Agreement, the PSUs are deemed vested on 24 February 2022, the date the Company publicly issued its audited financial statements for the year ended 31 December 2021.

 

* In accordance with terms of the PSU Award Agreement, the PSUs are deemed vested on 24 February 2022, the date the Company publicly issued its audited financial statements for the year ended 31 December 2021.