B Communication

Foreign Filer Report • Jan 23, 2020

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 January 2020

Commission File Number: 001-33773

B COMMUNICATIONS LTD.

(Translation of registrant's name into English)

2 Dov Friedman Street, Ramat Gan 5250301, Israel

(Address of principal executive offices)

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): ☐

Report by Bezeq Subsidiary- Class Action Lawsuit

On January 23, 2020, Bezeq The Israel Telecommunication Corporation Ltd. ("Bezeq"), a 26.34% subsidiary of B Communications Ltd. (the "Company"), reported to the Israel Securities Authority (the "ISA") and Tel Aviv Stock Exchange (the "TASE") that Bezeq has received from its shareholders a demand for exercising the shareholders' rights prior to the filing of a derivative claim, and a request for discovery of documents.

A translated copy of the foregoing report of Bezeq is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

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.

B COMMUNICATIONS LTD.

Date: January 23, 2020 By: /s/ Tomer Raved

Name: Tomer Raved Title: Chief Executive Officer

EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

Exhibit	Description
99.1	English translation of Report by Bezeq to the ISA and TASE on January 23, 2020.

Bezeq The Israel Telecommunication Corporation Ltd. (the "Company")

January 23, 2020

To To

The Israel Securities Authority The Tel Aviv Stock Exchange Ltd.

Dear Sirs,

Immediate Report: Demand to Exercise Rights Prior to Filing Derivative Claim and Application for Disclosure of Documents

Tel Aviv, Israel – January 23, 2020 – Bezeq The Israel Telecommunication Corp., Ltd. (TASE: BEZQ) (the "Company") announced today that the Company received a "Demand to Exercise Rights Prior to Filing Derivative Claim and Application for Disclosure of Documents" sent by a shareholder of the Company (the "Demand").

The Demand refers to the realization of the Company's rights against officers who served in the Company in the years 2015-2018, in respect of the ruling of the Antitrust Commissioner dated September 4, 2019 concerning abuse of their position in the Company in the matter of passive infrastructure (the Company published an Immediate Report about this ruling on September 5, 2019). It should be noted that further to that ruling a petition was filed against the Company to approve a class action, as stated in the Company's Immediate Report dated September 8, 2019.

In the Demand it is argued that the findings and violations included in the ruling of the Antitrust Authority (including preventing access to competitors of the Company to the infrastructure in residential buildings in exclusive areas and consistent refusal to let the Company's competitors to insert optic fibers through its passive infrastructure) and provision of misleading information to the Antitrust Authority, gives the Company cause for a claim against officers in the Company. The Demand also claims that the Company was entitled to compensation from the officers for damages caused and that will be caused to it, including the amount of the financial sanctions levied on the Company in this matter, and any amount that will be ruled as part of the approval of a class action (stated above).

The Company must respond to the Demand within 45 days.

The above information constitutes a translation of the 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.