Nexxen International Ltd 6-K, filed Jul 3, 2023
Nexxen International Ltd. (NEXN)
6-K
2023-07-03
For: 2023-07-03
View Original
Added on
July 04, 2026
About this 6-K
Nexxen International Ltd filed this 6-K on July 3, 2023.
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 July 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 July 3, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 July 3, 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: | Sagi Niri |
| Title: | Chief Financial Officer |
Date: July 3, 2023
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Exhibit List
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Exhibit 99.1
3 July 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") 393,750 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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9,454
2,594
1,876
3,110
1,328
2,806
2,388
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$3.49
$3.44
$3.43
$3.49
$3.55
$3.51
$3.58
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4,054,535
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2.84%
|
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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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$3.50
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1,823,915
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1.28%
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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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1,072,650
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0.75%
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For further information or enquiries please contact:
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Tremor International Ltd
Billy Eckert, Vice President of Investor Relations
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ir@tremorinternational.com
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KCSA (US Investor Relations)
David Hanover
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tremorir@kcsa.com
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Vigo Consulting (UK Financial PR and Investor Relations)
Jeremy Garcia
Kate Kilgallen
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tremor@vigoconsulting.com
Tel: +44 20 7390 0230
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finnCap Ltd
Jonny Franklin-Adams / Charlie Beeson / George Dollemore (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
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Tel: +44 20 7220 0500
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Stifel Nicolaus Europe Limited
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
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Tel: +44 20 7710 7600
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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 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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||
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a)
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Name
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Ofer Druker
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|
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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 Executive 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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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)
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Description of the Financial instrument, type of instrument
|
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) | Volume(s) |
| n/a |
218,750 | ||
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d)
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Aggregated information:
• Aggregated volume
• Price
|
218,750 Ordinary Shares
n/a
|
|
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e)
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Date of the transaction
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22 June 2023
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|
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f)
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Place of the transaction
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NASDAQ Global Market
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|
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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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Ofer Druker
|
|
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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 Executive 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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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
|
||
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a)
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Description of the Financial instrument, type of instrument
|
Ordinary Shares of NIS 0.01 each
|
|
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Identification code
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IL0011320343
|
||
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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) | Volume(s) |
|
$3.4935
$3.4373
$3.4326
$3.4934
$3.5477
$3.5120
$3.5826
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9,454
2,594
1,876
3,110
1,328
2,806
2,388
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||
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d)
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Aggregated information:
• Aggregated volume
• Price
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23,556 $82,368.57
|
|
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e)
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Date of the transaction
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22 June 2023
23 June 2023
26 June 2023
27 June 2023
28 June 2023
29 June 2023
30 June 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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|
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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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a)
|
Position/status
|
Chief Operating Officer
|
|
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b)
|
Initial notification/Amendment
|
Initial
|
|
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||
|
a)
|
Name
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Tremor International Ltd
|
|
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b)
|
LEI
|
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
|
|
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Identification code
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IL0011320343
|
||
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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)
|
Price(s)
|
Volume(s)
|
|
n/a
|
96,250
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||
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d)
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Aggregated information:
• Aggregated volume
• Price
|
96,250 Ordinary Shares n/a
|
|
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e)
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Date of the transaction
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22 June 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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|
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1.
|
Details of the person discharging managerial responsibilities / person closely associated
|
||
|
a)
|
Name
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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)
|
|
$3.5048
|
48,126
|
||
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d)
|
Aggregated information:
• Aggregated volume
• Price
|
48,126 $168,672
|
|
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e)
|
Date of the transaction
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22 June 2023
|
|
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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
|
Restricted Stock Units over Ordinary Shares of NIS 0.01 each
|
|
|
Identification code
|
IL0011320343
|
||
|
b)
|
Nature of the transaction
|
Vesting of RSUs
|
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
n/a
|
78,750
|
||
|
d)
|
Aggregated information:
• Aggregated volume
• Price
|
78,750 Ordinary Shares n/a
|
|
|
e)
|
Date of the transaction
|
22 June 2023
|
|
|
f)
|
Place of the transaction
|
NASDAQ Global Market
|
|