Nexxen International Ltd 6-K, filed Apr 20, 2022
Nexxen International Ltd. (NEXN)
6-K
2022-04-20
For: 2022-04-20
View Original
Added on
April 10, 2026
About this 6-K
Nexxen International Ltd filed this 6-K on April 20, 2022.
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
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of April 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 April 20, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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
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Company announcement dated April 20, 2022, “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.
| By: |
/S/ Sagi Niri
|
| Name: |
Sagi Niri
|
| Title: |
Chief Financial Officer
Date: April 20, 2022
|
|
Exhibit List
|
|
Exhibit 99.1
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 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”) 1,520,218 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 order to cover the tax obligations triggered by the vesting of the PSUs, certain Directors have also sold shares (the "Share Sale") of NIS0.01 each in the capital of the Company of the Directors. Full details of the Share Sale are detailed in the table below.
The Ordinary Shares were sold on the NASDAQ Global Market in order to cover part of the tax obligations of certain Directors
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
|
959,680
|
23,884
35,200 25,400 39,800 20,400 15,400 |
$6.73
$6.70 $6.59 $6.52 $6.34 $6.55 |
3,760,051
|
2.44%
|
|
Yaniv Carmi
|
Chief Operating Officer
|
490,538
|
245,270
|
$7.42
|
1,500,791
|
0.97%
|
|
Sagi Niri
|
Chief Financial Officer
|
70,000
|
-
|
-
|
473,900
|
0.31%
|
For further information please contact:
|
Tremor International Ltd
Billy Eckert, Investor Relations Director
|
ir@tremorinternational.com
|
|
KCSA (US Investor Relations)
Adam Holdsworth
|
aholdsworth@kcsa.com
|
|
Vigo Consulting (UK Financial PR and Investor Relations)
Jeremy Garcia
Antonia Pollock
Kate Kilgallen
|
tremor@vigoconsulting.com
Tel: +44 20 7390 0230
|
|
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
|
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
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
|
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
|
959,680
|
||
|
d)
|
Aggregated information:
• Aggregated volume
• Price
|
959,680 Ordinary Shares
n/a
|
|
|
e)
|
Date of the transaction
|
12 April 2022*
|
|
|
f)
|
Place of the transaction
|
NASDAQ Global Market
|
|
* In accordance with terms of the PSU Award Agreement, the PSUs are deemed vested on 24 February 2022, the date the Company publicly issued its audited
financial statements for the year ended 31 December 2021.
|
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
|
490,538
|
||
|
d)
|
Aggregated information:
• Aggregated volume
• Price
|
490,538 Ordinary Shares
n/a
|
|
|
e)
|
Date of the transaction
|
12 April 2022*
|
|
|
f)
|
Place of the transaction
|
NASDAQ Global Market
|
|
* In accordance with terms of the PSU Award Agreement, the PSUs are deemed vested on 24 February 2022, the date the Company publicly issued its audited
financial statements for the year ended 31 December 2021.
|
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
|
70,000 | ||
|
d)
|
Aggregated information:
• Aggregated volume
• Price
|
70,000 Ordinary Shares
n/a
|
|
|
e)
|
Date of the transaction
|
12 April 2022*
|
|
|
f)
|
Place of the transaction
|
NASDAQ Global Market
|
|
* In accordance with terms of the PSU Award Agreement, the PSUs are deemed vested on 24 February 2022, the date the Company publicly issued its audited
financial statements for the year ended 31 December 2021.
|
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)
|
|
$6.73
|
23,884
|
||
|
$6.70
|
35,200
|
||
|
$6.59
|
25,400
|
||
|
$6.52
|
39,800
|
||
|
$6.34
|
20,400
|
||
|
$6.55
|
15,400
|
||
|
d)
|
Aggregated information:
• Aggregated volume
• Price
|
160,084 Ordinary Shares
$1,053,599.46
|
|
|
e)
|
Date of the transaction
|
11 April 2022
12 April 2022 13 April 2022 14 April 2022 18 April 2022 19 April 2022 |
|
|
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
|
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)
|
| $7.42 | 245,270 | ||
|
d)
|
Aggregated information:
• Aggregated volume
• Price
|
245,270 Ordinary Shares
$1,820,786.37
|
|
|
e)
|
Date of the transaction
|
1 April 2022
|
|
|
f)
|
Place of the transaction
|
NASDAQ Global Market
|
|