Internet Gold-Golden Lines Ltd.

Foreign Filer Report • Sep 26, 2016

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 September, 2016

INTERNET GOLD-GOLDEN LINES 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- ___________

Internet Gold-Golden Lines Ltd.

EXPLANATORY NOTE

The following exhibits are attached:

EXHIBIT NO.	DESCRIPTION
99.1	A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., itself a subsidiary of Internet Gold - Immediate Report - Payment of first additional consideration in accordance with the DBS purchase agreement.

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.

INTERNET GOLD-GOLDEN LINES LTD. (Registrant)

By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: September 26, 2016

EXHIBIT INDEX

The following exhibits are attached:

EXHIBIT
NO.	DESCRIPTION
99.1	A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., itself a subsidiary of
	Internet Gold - Immediate Report - Payment of first additional consideration in accordance with the DBS purchase agreement.

Bezeq - The Israel Telecommunication Corp. Ltd. (the "Company")

To:	To:
The Israel Securities Authority	The Tel Aviv Stock Exchange Ltd.

Immediate Report - Payment of first additional consideration in accordance with the DBS purchase agreement

Further to the immediate report of September 18, 2016 (Ref. No. 2016-01-124486) regarding the execution of an assessment agreement and a taxation decision with the Tax Authority regarding financing income, shareholder loans, DBS's losses and its merger (the "Agreement"), the Company hereby provides notification that following agreement, the audit committee in its meeting on September 22, 2016 deliberated the fulfillment of the condition provided in the purchase agreement under which the Company purchased from Eurocom D.B.S. Ltd. its rights (50.2%) in D.B.S. Satellite Services (1998) Ltd. (hereinafter, "Eurocom" and "DBS," respectively) for payment of the first additional consideration component, which is up to NIS 200 million, as described in section 4.6.4.2 of the amending transaction report of March 12, 2015 (Ref. No. 2015-01-050563). According to the audit committee's decision, in the coming days Eurocom will be paid an amount which reflects a principal amount of approximately NIS 188 million, for the agreement with the Tax Assessor for Large Enterprises in connection with DBS's losses which are approved as of December 31, 2013 (in an aggregate of NIS 5,262,000,000). Upon reaching a decision regarding the additional and final losses as of December 31, 2014, the additional amount due to Eurocom shall be calculated and paid, whereas the outstanding amount will continue to bear interest in accordance with the purchase agreement until the date of payment. In making its decision, the audit committee took into account, in addition to DBS's accumulated losses as of December 31, 2013, also DBS's 2014 tax report and the final determination in the assessment agreement with respect to DBS's losses of NIS 222 million with respect to the tax issue for such year.

The above summary constitutes a translated summary of Immediate Report published by the Company. The Hebrew version was submitted by the Company 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.