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 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 October 5, 2021, the Company issued an announcement titled “Director Dealing” pursuant to the AIM Market Rules, a copy of which is attached as Exhibit 99.1 to this Form 6-K.

This information in this report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Company's registration statements on Form S-8 (Registration No. 333-258731).

Exhibit 99.1
 
Company announcement dated October 5, 2021, “Director Dealing”.


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 5, 2021


Exhibit List
 
   




Exhibit 99.1

October 5, 2021
 
Tremor International Ltd
 
("Tremor" or the "Company")
 
 Director Dealing
 
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 share units over Ordinary Shares of NIS0.01 each in the capital of the Company ("RSUs" and "Ordinary Shares") 393,750 RSUs have vested and Ordinary Shares been issued to certain Directors of the Company, each of whom have sold a portion of such newly issued Ordinary Shares in order to cover part of the tax obligations triggered by the vesting of the RSUs as detailed in the table below.
 
The Ordinary Shares were sold on the NASDAQ Global Market 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
$9.54
2,861,179
1.86%
Yaniv Carmi
Chief Operating Officer
96,250
48,126
$9.55
1,258,785
0.83%
Sagi Niri
Chief Financial Officer
78,750
15,182
$10.03
239,968
0.16%

For further information please contact:
 
Tremor International Ltd
Ofer Druker, Chief Executive Officer
Sagi Niri, Chief Financial Officer
 
via Vigo Consulting
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
 
Vigo Consulting
Jeremy Garcia
Antonia Pollock
Tel: +44 20 7390 0230
 

 
About Tremor International
 
Tremor is a global company offering an end to end software advertising platform, operating across three core capabilities - Video, Data and CTV.  Tremor's unique approach is centred on offering a full stack of end-to-end software 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, 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 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 AdAge top 100 brands.
 
Tremor 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).
 
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 Share Units over Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Vesting of RSUs and issuance of Ordinary Shares
c)
Price(s) and volume(s)
Price(s)
Volume(s)  
n/a 
218,750  
d)
Aggregated information:

• Aggregated volume

• Price
As above
e)
Date of the transaction
22 September 2021
 
f)
Place of the transaction
Outside a trading venue


 
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 Share Units over Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Vesting of RSUs and issuance of Ordinary Shares
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
n/a
96,250
 
d)
Aggregated information:

• Aggregated volume

• Price
As above
e)
Date of the transaction
22 September 2021
 
f)
Place of the transaction
Outside a trading venue
 


 
 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 Share Units over Ordinary Shares of NIS 0.01 each
Identification code
IL0011320343
b)
Nature of the transaction
Vesting of RSUs and issuance of Ordinary Shares
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
n/a
78,750
 
d)
Aggregated information:

• Aggregated volume

• Price
As above
e)
Date of the transaction
22 September 2021
f)
Place of the transaction
Outside a trading venue
 


 
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)
 
$9.54
109,376
 
d)
Aggregated information:

• Aggregated volume

• Price


109,376
 
$1,043,804.7
e)
Date of the transaction
1 October 2021
f)
Place of the transaction
NASQAQ 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)
 
$9.55
48,126
d)
Aggregated information:

• Aggregated volume

• Price


48,126
 
$459,575.87
e)
Date of the transaction
1 October 2021
f)
Place of the transaction
NASQAQ 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

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)
 
$10.03
15,182
d)
Aggregated information:

• Aggregated volume

• Price


15,182
 
$152,275.46
e)
Date of the transaction
24 September 2021
f)
Place of the transaction
NASQAQ Global Market