B Communication — Legal Proceedings Report 2015

Nov 8, 2015

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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 November 2015

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- __________

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B COMMUNICATIONS LTD.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 A 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 - Class Action.

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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/ Doron Turgeman Doron Turgeman Chief Executive Officer

Date: November 8, 2015

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 A 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 - Class Action.

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EXHIBIT 99.1

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

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Re: Immediate report - Class Action

On November 5, 2015, the Company received a class action certification motion that had been filed with the Central District Court.

In the motion, which was filed by two of the Company's subscribers, it was alleged that the Company had taken advantage of its monopolistic status, among other ways, by "preventing and blocking the existence of competition in general, and the existence of effective competition in the Israeli communications market" thereby causing damage to the Israeli public and making unreasonable profit exclusively as a result of exploiting its power as a monopoly.

The petitions maintain that the damage which the Company caused to the Israeli communications market is expressed in the Company's excess and unreasonable profitability, and they seek damages of NIS 800 million which they allege is based on 10% of the Company's excess operating profit resulting from its exploitation of its power as a monopoly.

Accordingly, the petitioners estimate the claim amount at NIS 566 million, after deducting the amount claimed in another proceeding (a class action certification motion in the amount of NIS 244 million, on grounds of exploitation of monopolistic status and which pertains to the Antitrust Commissioner's determination - see the Company's immediate report of August 31, 2015.

The Company is studying the claim and the motion and is unable, at the present stage, to evaluate their likelihood of success.

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.