B Communication

Regulatory Filings • Dec 2, 2019

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2019

B COMMUNICATIONS LTD. (Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel (Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

B COMMUNICATIONS LTD.

EXPLANATORY NOTE

The following exhibits are attached:

99.1 Report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Immediate Report -Ruling on Application for a Rehearing.

SIGNATURE

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.

Date: December 1, 2019 By: /s/ Ami Barlev

B Communications Ltd. (Registrant)

Ami Barlev

Chief Executive Officer

2

EXHIBIT NO. DESCRIPTION

99.1 Report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Immediate Report - Ruling on Application for a Rehearing.

Bezeq The Israel Telecommunications Corporation Ltd. ("Bezeq")

To: Israel Securities Authority Tel Aviv Stock Exchange Ltd.

Re: Immediate Report - Ruling on Application for a Rehearing

Further to the description in section 2.18.1 in the Chapter on the Description of the Company's Business in the Company's 2018 Periodic Report and the Company's Immediate Report dated October 28, 2018 concerning the filing of an application for a further hearing about the decision to approve a petition for a class action filed against the Company and its past and present officers ("the Application" and "the Defendants", respectively), in which it was argued that the Company's shareholders were caused losses due to reporting failings by the Company to the TASE and to concealing material information from the investing public in respect of (1) reduction of interconnect charges and (2) reform of the wholesale market, a Supplementary Immediate Report is hereby provided that on December 1, 2019 the Company received a court ruling, which stated as follows:

• 1. Concerning the reduction of interconnect charges the court accepted the Application insofar as the matter concerned claims related to reporting about the reduction of interconnect charges, having reached the conclusion that the claimant had not proved that there had apparently occurred damage as a result of reduction of interconnect charges, and therefore there was no place to approve the class action on this claim.
• 1. Concerning reform of the wholesale market the court rejected the Application in respect of the Defendants' arguments about reporting of reform of the wholesale market. At the same time, concerning the definition of the group of claimants, the court accepted the argument of the Defendants that the date June 9, 2013 is irrelevant in respect of misrepresentation claimed in the report dated January 16, 2014 (the report about the decision on the list of services and on the prices hearing document), and rules that one must differentiate between the claim related to this report and the claim related to the claim of a lack of reporting concerning receipt of the list of services hearing document of June 9, 2013. Accordingly, the court has reduced the definition of the group of claimants in respect of the report of January 16, 2014 to all those who purchased the Company's shares (excluding the respondents and/or those acting on their behalf) from January 16, 2014 (instead of June 9, 2013) and held those shares (in whole or in part) in the period from January 15 - 20, 2014.

Now, following the handing down of a ruling on the application for a rehearing, there is expected to be a hearing on the claim case in accordance with the decision concerning the rehearing.

Sincerely, Bezeq Israel Telecommunications Corporation Ltd.

The above information constitutes a translation of the Report published by Bezeq. The Hebrew version was submitted by Bezeq to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.