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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 November 2023

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 November 17, 2023, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 November 17, 2023, “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: November 17, 2023

Exhibit List
 
  

Exhibit 99.1

17 November 2023
 
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 data-driven video and Connected TV ("CTV") advertising technology offering an end-to-end platform that enables advertisers to optimize their campaigns and media companies to maximize inventory yield, 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") 675,000 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 addition, 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 Ordinary Shares (the "Share Sale") in order to cover the tax obligations triggered by the vesting of PSUs. Full details of the Share Sale are detailed in the table below.

Director
Position
Ordinary Shares Issued
Ordinary Shares Sold
Share Sale Price
Resultant Holding
% of total voting rights
Ofer Druker
Chief Executive Officer
375,000
7,262
8,242
3,616
4,494
5,520
5,720
2,282
$1.7885
$1.8584
$1.8362
$1.8205
$1.8286
$1.8326
$1.7918
4,390,361
3.04%
Yaniv Carmi
Chief Operating Officer
165,000
-
-
2,037,039
1.41%
Sagi Niri
Chief Financial Officer
135,000
-
-
1,286,400
0.89%

For further information please contact:

Tremor International Ltd.
Billy Eckert, Vice President of Investor Relations
ir@tremorinternational.com

KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
tremorir@kcsa.com

Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia
Peter Jacob
Tel: +44 20 7390 0230 or tremor@vigoconsulting.com

Cavendish Capital Markets Ltd.
Jonny Franklin-Adams / Charlie Beeson / George Dollemore (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
Tel: +44 20 7220 0500

About Tremor International

Tremor International, the parent company of the Nexxen portfolio of advertising technology products and platforms, empowers advertisers, agencies, publishers, and broadcasters around the world to utilize video and Connected TV in the ways that are most meaningful to them. Comprised of a demand-side platform (DSP), supply-side platform (SSP), ad server and data management platform (DMP), Tremor International, through its Nexxen-branded products and platforms, delivers a flexible and unified technology stack with advanced and exclusive data at its core. The Company's robust capabilities span discovery, planning, activation, measurement, and optimization - available individually or in combination - all designed to enable partners to reach their goals, no matter how far-reaching or hyper niche they may be.

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

For more information, visit www.tremorinternational.com and to learn more about the Company's recent rebranding, please visit www.nexxen.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
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
375,000
d)
Aggregated information:
• Aggregated volume
• Price
375,000 Ordinary Shares
n/a
e)
Date of the transaction
19 October 2023
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)
     $1.7885  7,262
     $1.8584  8,242
     $1.8362  3,616
     $1.8205  4,494
     $1.8286  5,520
     $1.8326  5,720
     $1.7918  2,282
d)
Aggregated information:
• Aggregated volume
• Price
 
37,136
$67,790.81
  
e)
Date of the transaction
2 November 2023
3 November 2023
6 November 2023
7 November 2023
8 November 2023
9 November 2023
10 November 2023
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
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
165,000
d)
Aggregated information:
• Aggregated volume
• Price
 
165,000 Ordinary Shares
n/a
e)
Date of the transaction
19 October 2023
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
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
135,000
d)
Aggregated information:
• Aggregated volume
• Price
 
135,000 Ordinary Shares
n/a
e)
Date of the transaction
19 October 2023
f)
Place of the transaction
NASDAQ Global Market