B Communication

Foreign Filer Report • Jul 21, 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 July 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 exhibit is attached:

99.1 Update Regarding Lawsuit.

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.

B Communications Ltd. (Registrant)

By: /s/ Ami Barlev

Ami Barlev Chief Executive Officer

Date: July 21, 2019

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 Update Regarding Lawsuit.

3

EXHIBIT 99.1

Re: Update Regarding Lawsuit

Ramat Gan, Israel - July 21, 2019 - B Communications Ltd. (the "Company") (NASDAQ Global Select Market and TASE: BCOM).

The Company previously reported on the status of Horev v. B Communications Ltd. - alleging an unlawful dividend distribution of NIS 113 million. Within this context, we reported on the motion to approve a derivative claim on behalf of the petitioner, Amotz Horev. The Court published a decision approving the derivative claim as it relates to the controlling shareholder, Internet Gold, instructing it to submit an answer within 30 days, after it was determined that the distribution did not meet the profit test. The motion was rejected in relation to the directors, after it was determined that with respect to the directors, there are no grounds to establish that the distribution itself caused damages (simply because of the use of company's funds) and this burden to prove additional damages has not been met. In addition, the court also determined that the officers and directors of the Company didn't gain any benefit from the distribution.

The Company is examining the decision and its implications and will update on any material development.

Notes

In view of the latest developments, the Company wishes to clarify that it will also issue, in addition to the current reporting situation, reports according to the "Hybrid Disclosure Model" pursuant to the rules of the Israel Securities Authority