B Communication — Regulatory Filings 2018

Jun 2, 2018

SECURITIESAND EXCHANGE COMMISSION W ashington,D.C. 20549

F O R M 6-K

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

For the month of May 2018

B COMMUNICATIONSLTD.

(Name of Registrant)

2 DovFriedman 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 COMMUNICATIONSLTD.

The following exhibit is attached:

99.1 Request to Ministryof Communications

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

B Communications Ltd. (Registrant)

By: /s/Doron Turgeman

Doron Turgeman Chief Executive Officer

Date:May31, 2018

EXHIBIT NO. DESCRIPTION

99.1 Request to Ministryof Communications

EXHIBIT 99.1

Re: Request to Ministry of Communications

Ramat-Gan,Israel May 31,2018

B Communications Ltd. (NASDAQ Global Select Market and TASE:BCOM)(the "Company").

The Companyreports that its parent company, Internet Gold - Golden Lines Ltd. ("Internet Gold")submitted a formal request to Israel's Ministryof Communications in connection with the control permit of Bezeq, the Israel Telecommunication Corp. Ltd. ("Bezeq"), which was granted to Internet Gold, the Companyand to other entities of the Eurocom group.

The formal request asks the Ministryto approve that Internet Gold and the Companywill continue to be considered controlling shareholders of the Bezeqgroup, as long as Eurocom Communications Ltd. and Shaul and Yossef Elovitch hold, taken together, 35% or more of the holdings in Internet Gold.

At this stage, neither the Companynor Internet Gold are able to estimate the outcome of the request or its chances of being approved.

Internet Gold has begun to examine the possibilityof raising capital bymeans of a private placement in Israel, which mayinclude issuance of warrants. Internet Gold is in preliminarydiscussions with various possible investors in Israel.

Forward-LookingStatements

This Report maycontain forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatoryand legal compliance environments, the failure to manage growth and other risks detailed from time to time in B Communications Ltd.'s filings with the Securities Exchange Commission. These documents contain and identifyother important factors that could cause actual results to differ materiallyfrom those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak onlyas of the date on which theyare made. We undertake no obligation to update publiclyor revise anyforward-looking statement.