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 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 December 27, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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Exhibit 99.1
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Company announcement dated December 27, 2023, “Director Dealings Pursuant to Previously Established Non-Discretionary Plans to
Trade Under Rule 10b-5”.
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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.
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By:
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/S/ Sagi Niri
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Name:
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Sagi Niri
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Title:
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Chief Financial Officer
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Date: December 27, 2023
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Exhibit List
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Exhibit 99.1
27 December 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 restricted stock
units over Ordinary Shares of NIS0.01 each in the capital of the Company ("RSUs" and "Ordinary Shares") 397,750 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 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, and Yaniv Carmi, the Company’s Chief Operating Officer, have sold Ordinary Shares (the "Share Sale") in order
to cover the tax obligations triggered by the vesting of RSUs. Full details of the Share Sale are detailed in the table below.
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Director
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Position
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Ordinary Shares Issued
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Ordinary Shares Sold
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Share Sale Price
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Resultant Holding
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% of total voting rights
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Ofer Druker
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Chief Executive Officer
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218,750
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23,926
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$2.4028
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4,412,883
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3.04%
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Yaniv Carmi
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Chief Operating Officer
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96,250
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48,126
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$2.4005
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2,002,663
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1.38%
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Sagi Niri
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Chief Financial Officer
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78,750
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-
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-
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1,365,150
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0.94%
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For further information please contact:
Tremor International Ltd.
Billy Eckert, Vice President of Investor Relations
ir@tremorinternational.com
ir@tremorinternational.com
KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
tremorir@kcsa.com
David Hanover, Investor Relations
tremorir@kcsa.com
Vigo Consulting (U.K. Financial PR &
Investor Relations)
Jeremy Garcia / Peter Jacob / Aisling Fitzgerald
Tel: +44 20 7390 0230 or tremor@vigoconsulting.com
Jeremy Garcia / Peter Jacob / Aisling Fitzgerald
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
Jonny Franklin-Adams / Charlie Beeson / George Dollemore (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
Tel: +44 20 7220 0500
PR Contact
Caroline Smith
VP, Communications, Nexxen
csmith@nexxen.com
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.
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Ofer Druker
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2.
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Reason for the Notification
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a)
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Position/status
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Chief Executive Officer
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b)
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Initial notification/Amendment
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Initial
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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|||
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a)
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Name
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Tremor International Ltd
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b)
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LEI
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213800ZNSR7AIJZ2J557
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4.
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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
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|||
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a)
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Description of the Financial instrument, type of instrument
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Restricted Stock Units over Ordinary Shares of NIS 0.01 each
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||
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Identification code
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IL0011320343
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|||
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b)
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Nature of the transaction
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Vesting of RSUs
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s) | |
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n/a
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218,750 | |||
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d)
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Aggregated information:
• Aggregated volume
• Price
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218,750 Ordinary Shares n/a
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e)
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Date of the transaction
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22 December 2023
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f)
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Place of the transaction
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NASDAQ Global Market
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Ofer Druker
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2.
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Reason for the Notification
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a)
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Position/status
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Chief Executive Officer
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b)
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Initial notification/Amendment
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Initial
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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|||
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a)
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Name
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Tremor International Ltd
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b)
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LEI
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213800ZNSR7AIJZ2J557
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||
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4.
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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
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|||
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a)
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Description of the Financial instrument, type of instrument
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Ordinary Shares of NIS 0.01 each
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Identification code
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IL0011320343
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|||
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b)
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Nature of the transaction
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Sale of Ordinary Shares
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s) | |
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$2.4028
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23,926 | |||
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d)
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Aggregated information:
• Aggregated volume
• Price
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23,926 Ordinary Shares $57,488.20
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e)
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Date of the transaction
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22 December 2023
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f)
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Place of the transaction
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NASDAQ Global Market
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Yaniv Carmi
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2.
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Reason for the Notification
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a)
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Position/status
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Chief Operating Officer
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b)
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Initial notification/Amendment
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Initial
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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|||
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a)
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Name
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Tremor International Ltd
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b)
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LEI
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213800ZNSR7AIJZ2J557
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||
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4.
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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
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|||
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a)
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Description of the Financial instrument, type of instrument
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Restricted Stock Units over Ordinary Shares of NIS 0.01 each
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||
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Identification code
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IL0011320343
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|||
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b)
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Nature of the transaction
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Vesting of RSUs
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s) | |
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n/a
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96,250 | |||
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d)
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Aggregated information:
• Aggregated volume
• Price
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96,250 Ordinary Shares n/a
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e)
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Date of the transaction
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22 December 2023
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f)
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Place of the transaction
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NASDAQ Global Market
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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|||
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a)
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Name
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Yaniv Carmi
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2.
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Reason for the Notification
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|||
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a)
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Position/status
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Chief Operating Officer
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||
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b)
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Initial notification/Amendment
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Initial
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||
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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|||
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a)
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Name
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Tremor International Ltd
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||
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b)
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LEI
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213800ZNSR7AIJZ2J557
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||
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4.
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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
|
|||
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a)
|
Description of the Financial instrument, type of instrument
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Ordinary Shares of NIS 0.01 each
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||
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Identification code
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IL0011320343
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|||
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b)
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Nature of the transaction
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Sale of Ordinary Shares
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||
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s) | |
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$2.4005
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48,126 | |||
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d)
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Aggregated information:
• Aggregated volume
• Price
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48,126 Ordinary Shares $115,526.46
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e)
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Date of the transaction
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22 December 2023
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f)
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Place of the transaction
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NASDAQ Global Market
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Sagi Niri
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2.
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Reason for the Notification
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|||
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a)
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Position/status
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Chief Financial Officer
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||
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b)
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Initial notification/Amendment
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Initial
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||
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||
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a)
|
Name
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Tremor International Ltd
|
||
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b)
|
LEI
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213800ZNSR7AIJZ2J557
|
||
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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)
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Nature of the transaction
|
Vesting of RSUs
|
||
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c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s) | |
|
n/a
|
78,750 | |||
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d)
|
Aggregated information:
• Aggregated volume
• Price
|
78,750 Ordinary Shares n/a
|
||
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e)
|
Date of the transaction
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22 December 2023
|
||
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f)
|
Place of the transaction
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NASDAQ Global Market
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