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 October 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.

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 October 24, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit 99.1
Company announcement dated October 24, 2022, “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: October 24, 2022

Exhibit List
 
 



Exhibit 99.1

24 October 2022
 
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) ("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, 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 (the “Rule 10b5-1 Plans”), Ofer Druker, the Company’s Chief Executive Officer, has sold shares (the “Share Sale”) of NIS0.01 each in the capital of the Company, in order to cover the tax obligations triggered by the vesting of RSUs and PSUs announced on 22 September 2022 and 12 October 2022. Full details of the Share Sale are detailed in the table below.

Pursuant to the previously established non-discretionary Rule 10b5-1 Plans, Ofer Druker, Chief Executive Officer, and Yaniv Carmi, Chief Operating Officer, are expected to sell in the future a further portion of such newly issued Ordinary Shares to cover their tax obligations triggered by the vesting of the RSUs and PSUs announced on 22 September 2022 and 12 October 2022. Once such sales of Ordinary Shares occur under the non-discretionary Rule 10b5-1 Plans, such dealings will be reported.

Director
Position
Ordinary Shares Sold
Share Sale Price
Resultant Holding
% of total voting rights
Ofer Druker
Chief Executive Officer
23,556
9,666
9,754
7,766
$3.85
$3.79
$3.85
$3.86
4,103,845
2.81%

For further information please contact:

Tremor International Ltd.
Billy Eckert, Senior Director Investor Relations
 
ir@tremorinternational.com
 
 
KCSA (US Investor Relations)
David Hanover
 
tremorir@kcsa.com
 
Vigo Consulting (UK Financial PR and Investor Relations)
Jeremy Garcia
Kate Kilgallen
 
tremor@vigoconsulting.com
Tel: +44 20 7390 0230
 
finnCap Ltd
Jonny Franklin-Adams / Charlie Beeson (Corporate Finance)
Tim Redfern / Charlotte Sutcliffe (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'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

Amobee optimizes outcomes for advertisers and media companies, while providing a better consumer experience. Its platform assists customers by furthering their audience development, optimizing their cross-channel performance across all TV, connected TV, and digital media, and driving new customer growth through detailed analytics and reporting. To learn more, visit www.amobee.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/

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)
 
   
$3.85
$3.79
$3.85
$3.86
23,556
9,666
9,754
7,766
 
d)
Aggregated information:
• Aggregated volume
• Price
 
50,742 Ordinary Shares
$194,985.66

e)
Date of the transaction
18 October 2022
19 October 2022
20 October 2022
21 October 2022
f)
Place of the transaction
NASDAQ Global Market