Nexxen International Ltd 6-K, filed Oct 31, 2022
Nexxen International Ltd. (NEXN)
6-K
2022-10-31
For: 2022-10-31
View Original
Added on
April 10, 2026
About this 6-K
Nexxen International Ltd filed this 6-K on October 31, 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
For the Month of October 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 October 31, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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Exhibit 99.1
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Company announcement dated October 31, 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
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| Name: |
Sagi Niri
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| Title: |
Chief Financial Officer
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Date: October 31, 2022
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Exhibit List
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Exhibit 99.1
31 October 2022
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, 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, Chief Operating Officer, have sold shares (the “Share Sale”) of NIS0.01 each in the capital of the Company, in order
to cover the tax obligations triggered by the vesting of RSUs and PSUs announced on 22 September 2022 and 12 October 2022. Full details of the Share Sale are detailed in the table below.
Pursuant to the previously established non-discretionary Rule 10b5-1 Plans, Ofer Druker, Chief Executive Officer, is expected to sell in
the future a further portion of such newly issued Ordinary Shares to cover tax obligations triggered by the vesting of the PSUs announced on 12 October 2022. Once such sales of Ordinary Shares occur under the non-discretionary Rule 10b5-1 Plans, such
dealings will be reported.
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Director
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Position
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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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9,292
12,526
7,466
9,266
4,620
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$3.92
$4.06
$4.02
$3.86
$3.83
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4,060,675
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2.78%
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Yaniv Carmi
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Chief Operating Officer
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130,626
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$3.50
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1,679,543
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1.15%
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For further information please contact:
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Tremor International Ltd.
Billy Eckert, Senior Director 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 (Corporate Finance)
Tim Redfern / Charlotte Sutcliffe (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 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
Amobee optimizes outcomes for advertisers and media
companies, while providing a better consumer experience. Its platform assists customers by furthering their audience development, optimizing their cross-channel performance across all TV, connected TV, and digital media, and driving new customer
growth through detailed analytics and reporting. To learn more, visit www.amobee.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/
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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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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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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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|
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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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c)
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Price(s) and volume(s)
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Price(s) |
Volume(s)
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$3.9227
$4.0601
$4.0196
$3.8614
$3.8279
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9,292
12,526
7,466
9,266
4,620
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d)
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Aggregated information:
• Aggregated volume
• Price
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43,170 Ordinary Shares $170,779.72
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e)
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Date of the transaction
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24 October 2022
25 October 2022
26 October 2022
27 October 2022
28 October 2022
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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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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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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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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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$3.4972
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130,626
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d)
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Aggregated information:
• Aggregated volume
• Price
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130,626 Ordinary Shares $456,818.72
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e)
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Date of the transaction
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17 October 2022
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f)
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Place of the transaction
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NASDAQ Global Market
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