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 August 2018

Commission File Number: 001-34929

SodaStream International Ltd.

(Translation of Registrant’s Name into English)

Gilboa Street, Airport City

Ben Gurion Airport 7019900, 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 x 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): Yes ¨ No x

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): Yes ¨ No x

CONTENTS

~~Entry~~Notice ~~into~~of ~~Merger~~Special ~~Agreement~~General Meeting of Shareholders

On August 2028, ~~2018~~2017, SodaStream International Ltd. (the “Company,” “SodaStream,” “we” or “us”) ~~entered~~published a ~~into~~notice anthat ~~Agreement~~it ~~and~~will ~~Plan~~hold a special general meeting of ~~Merger~~shareholders (at the ~~“Merger~~principal executive offices of SodaStream, located ~~Agreement”)~~at ~~with~~Gilboa ~~PepsiCo~~Street, ~~Inc.~~Airport City, aBen ~~North~~Gurion ~~Carolina~~Airport ~~corporation~~7019900, ~~(“Parent”)~~Israel on October 9, ~~and~~2018 ~~Saturn~~at ~~Merger Sub~~2:00 ~~Ltd~~p.,m. an(Israel ~~Israeli~~time). ~~company~~The ~~and~~special ageneral meeting ~~wholly-owned~~is ~~subsidiary~~being called to approve the acquisition of ~~Parent~~SodaStream by PepsiCo, Inc. (“~~Merger Sub~~PepsiCo”), pursuant to ~~which~~a ~~Merger~~merger ~~Sub~~agreement, under which SodaStream will merge with ~~and~~a ~~into~~wholly-owned, ~~SodaStream~~indirect ~~(the~~subsidiary ~~“Merger”),~~of ~~with~~PepsiCo ~~SodaStream~~and ~~continuing~~survive ~~after~~as ~~the~~a ~~Merger~~wholly-owned, asindirect subsidiary of PepsiCo. Pursuant to the ~~surviving~~merger ~~company~~agreement, (the ~~“Surviving~~shareholders ~~Company”)~~of ~~and~~SodaStream anwill ~~indirect~~be ~~wholly-owned~~entitled ~~subsidiary~~to ofreceive ~~Parent~~$144.00 ~~The~~per ~~Merger~~share isin ~~structured~~cash, aswithout ainterest ~~statutory~~and ~~merger~~less ~~pursuant~~any toapplicable ~~Sections~~withholding ~~314-327~~taxes, for each ordinary share of SodaStream owned immediately prior to the ~~Israeli~~effective ~~Companies~~time ~~Law,~~of ~~5759-1999~~the merger. AThe ~~copy~~record of date for shareholders entitled to attend and vote at the ~~Merger~~special ~~Agreement~~general meeting is ~~attached~~September as4, ~~Exhibit 99~~2018.~~1 hereto.~~

~~Subject~~A tocopy ~~the terms and conditions~~ of the ~~Merger~~notice ~~Agreement, at the effective time~~ of the ~~Merger~~special ~~(the “Effective Time”), (i)~~general ~~each~~meeting ~~ordinary~~is ~~share,~~furnished ~~par~~as ~~value~~Exhibit ~~NIS 0~~99.~~645,~~1 ofwith ~~SodaStream~~this ~~(an~~Report “Ordinary Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive US$144.00 in cash (the “Merger Consideration”), without interest and less applicable withholding taxes (if any), (ii) each option to acquire Ordinary Shares outstanding and unexercised immediately prior to the Effective Time will become fully vested and cancelled in exchange for the right to receive an amount in cash without interest equal to the product of ~~(x) the~~Foreign ~~excess,~~Private ifIssuer ~~any,~~on ofForm ~~the~~6-K ~~Merger Consideration over the exercise price per Ordinary Share for such option, and~~ (y)this ~~the number of Ordinary Shares underlying such option, subject to applicable withholding taxes (if any), (iii) each Restricted Shares Unit (~~“~~RSU”)~~Form of the Company outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled in exchange for an amount in cash without interest equal to the product of the Merger Consideration and the number of Ordinary Shares subject to such RSU, subject to applicable withholding taxes (if any), and (iv) each Performance Share Unit (“PSU6-K”) of the Company outstanding immediately prior to the Effective Time that vests pursuant to the terms of the applicable grant agreement will be accelerated and become immediately vested and cancelled in exchange for an amount in cash without interest equal to the product of the Merger Consideration and the number of Ordinary Shares subject to such PSU, subject to applicable withholding taxes (if any).

~~The~~Additional ~~board~~Information ~~of directors of SodaStream (the “Board”) has unanimously (i) determined that the Merger Agreement, the Merger~~ and ~~the~~ ~~other~~Where ~~transactions contemplated by the Merger Agreement are fair~~ to, ~~and~~Find in the best interests of, SodaStream and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of SodaStream to its creditors; (ii) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (iii) determined to recommend that the shareholders of SodaStream approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.It

~~SodaStream~~In ~~and~~connection ~~Parent have~~with ~~made~~the ~~customary~~meeting, ~~representations~~SodaStream will ~~and~~send ~~warranties~~to ~~and~~its ~~agreed~~shareholders toof ~~customary~~record ~~covenants~~as inof the ~~Merger~~record ~~Agreement~~date, ~~including,~~and ~~among others,~~will ~~covenants~~forward byfor ~~SodaStream~~distribution to ~~conduct~~beneficial ~~its~~shareholders ~~business~~who hold inSodaStream ~~the~~ ordinary ~~course~~shares ~~during~~through ~~the~~a ~~period~~bank, ~~between~~broker ~~the~~or ~~execution~~other nominee serving as a record holder as of the ~~Merger~~record date, a proxy ~~Agreement~~statement ~~and~~describing the ~~Effective~~merger ~~Time~~proposal ~~and~~to ~~not~~be tovoted ~~engage~~upon inat ~~certain~~the ~~types~~meeting, ofas ~~transactions~~well ~~during~~as ~~this~~logistical ~~period~~information ~~unless~~related ~~approved~~to inthe ~~writing~~meeting. byAlong ~~Parent~~with the proxy statement, inSodaStream ~~each~~will ~~case~~also ~~subject~~send and forward a proxy card or voting instruction form enabling shareholders to ~~certain~~submit ~~exceptions~~their votes on that proposal.

~~The Merger Agreement prohibits~~ SodaStream will ~~and~~also ~~its~~furnish ~~representatives~~copies of ~~from~~the ~~soliciting~~proxy ~~acquisition~~statement ~~proposals~~ and ~~from~~form ~~entering~~of ~~into~~proxy ~~discussions~~card ~~or negotiations with respect~~ to orthe ~~any~~Securities ~~agreement~~and ~~concerning,~~Exchange orCommission providing information in connection with, any acquisition proposal, subject to customary exceptions relating to proposals that constitute or could reasonably be expected to lead to a “Superior Proposal” (~~as defined in~~ the ~~Merger Agreement~~“SEC”). ~~Subject~~as exhibits to ~~certain exceptions, SodaStream has agreed not to withdraw, amend or modify in~~ a ~~manner~~Report ~~adverse to Parent in any material respect, or publicly propose to do the same, the recommendation~~ of ~~the~~Foreign ~~Board~~Private ~~that~~Issuer ~~SodaStream’s shareholders~~on ~~approve~~Form ~~the Merger Agreement and the Merger~~6-K.

~~The Merger~~This ~~Agreement~~communication ~~contains~~is ~~certain~~not ~~termination~~a ~~rights~~substitution for the proxy statement or for ~~both~~any ~~the~~other ~~Company~~documents ~~and~~that ~~Parent,~~SodaStream ~~including~~may furnish to the ~~right~~SEC ofor ~~the~~send ~~Company~~to shareholders in ~~certain~~connection ~~circumstances~~with tothe ~~terminate~~proposed ~~the~~merger. ~~Merger~~SHAREHOLDERS ~~Agreement~~ARE inURGED ~~order~~TO toREAD ~~accept~~THE aPROXY ~~Superior~~STATEMENT ~~Proposal,~~AND ~~subject~~ANY toOTHER ~~Parent’s~~RELEVANT ~~matching~~DOCUMENTS ~~rights. In~~FURNISHED TO THE ~~certain~~SEC ~~circumstances,~~CAREFULLY ~~the~~AND ~~Company~~IN ~~will~~THEIR beENTIRETY ~~required~~WHEN toTHEY ~~pay~~BECOME ~~Parent~~AVAILABLE aBECAUSE ~~$119~~THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.0 Shareholders ~~million~~will ~~termination~~be ~~fee~~able into ~~connection~~obtain ~~with~~free acopies ~~termination~~ of the ~~Merger~~proxy ~~Agreement~~statement, ~~including~~and inany ~~connection~~other ~~with~~documents furnished by SodaStream to the SEC (when available), ~~among~~at ~~others~~the SEC’s website at www.sec.gov, athe ~~termination~~Israeli ofSecurities Authority’s website at http://www.magna.isa.gov.il and the TASE’s website ~~Merger~~at http://maya.tase.co.il. Copies ~~Agreement~~of documents furnished by ~~the~~SodaStream ~~Company~~may inalso ~~order to~~be ~~accept~~obtained afor ~~Superior~~free ~~Proposal~~by orsubmitting a ~~termination~~request ofto ~~the~~Dotan ~~Merger~~Bar-Natan, General Counsel ~~Agreement~~at by+972-3-976-2309, ~~Parent~~or ~~following~~at IR@sodastream.com. aThe ~~change~~contents of ~~recommendation~~SodaStream’s website are not deemed to be incorporated by reference into this Form 6-K or the ~~Company Board~~proxy statement (once available).

~~Consummation~~Cautionary ofNote ~~the Merger~~Regarding isForward-Looking subject to the approval of SodaStream’s shareholders at an extraordinary general meeting of shareholders (the “Shareholders Meeting”). In addition to the receipt of such shareholder approval, the closing of the Merger is subject to several customary conditions, including (i) the receipt of antitrust clearances, (ii) the absence of any law, order or other governmental action prohibiting the consummation of the Merger, (iii) the accuracy of the representations and warranties of each party in the Merger Agreement (substantially all of the Company’s representations and warranties being subject to an overall material adverse effect qualification), (iv) compliance in all material respects by each party with its covenants under the Merger Agreement, and (v) the absence of a material adverse effect on the Company (as such term is defined in the Merger Agreement) from the date of the Merger Agreement. The Merger is not subject to any financing condition.Statements

~~SodaStream~~Information ~~expects~~provided in this Form 6-K tocontains ~~publish~~forward-looking ~~notice~~statements, within the meaning of the ~~Shareholders~~safe ~~Meeting~~harbor inprovisions of the ~~near~~Private ~~future,~~Securities ~~and~~Litigation ~~soon~~Reform Act ~~thereafter~~of 1995, ~~will~~Section ~~provide~~27A toof ~~its~~the ~~shareholders~~Securities aAct ~~proxy statement~~of ~~describing~~1933, ~~the~~as ~~Merger~~amended, and Section 21E of the ~~Merger~~Securities ~~Agreement~~Exchange Act of 1934, as amended, ~~well~~that asinvolve risks and uncertainties. Forward-looking statements include, but are not limited to: statements about the expected ~~procedure~~timing ~~for~~of ~~voting~~the inacquisition, ~~person~~the satisfaction or bywaiver ~~proxy~~of atany conditions to the ~~Shareholders~~proposed acquisition, and about SodaStream’s ~~Meeting~~business and ~~various~~future ~~other~~prospects. ~~details~~Forward-looking ~~related~~statements are subject to ~~the~~risks ~~Shareholders~~and ~~Meeting.~~uncertainties Ifthat ~~the~~may ~~Merger~~cause isactual ~~approved~~results to atdiffer materially from those contemplated by the ~~Shareholders~~forward-looking ~~Meeting~~statements, ~~Israeli~~including: (1) SodaStream may be unable ~~law~~to ~~mandates~~obtain arequired ~~30-day~~regulatory ~~waiting~~approvals ~~period~~or ~~before~~satisfy ~~the~~other ~~Merger~~conditions ~~can~~to ~~become~~the ~~effective~~closing ~~following~~of ~~such~~the ~~approval~~proposed merger; (2) the ~~effectiveness~~proposed merger may involve unexpected costs, liabilities or delays; (3) an event, change or other circumstances may arise that could cause the termination of the ~~Merger~~merger agreement; (4) SodaStream and PepsiCo may not recognize benefits as expected from the proposed merger; ~~also~~(5) ~~requires~~the aproposed 50merger may disrupt current plans and operations and may create potential difficulties in employee retention; (6) the proposed merger may negatively impact relationships with SodaStream’s commercial counter-~~day~~parties ~~waiting~~and ~~period~~(7) ~~following~~other factors may imperil the ~~filing~~consummation of athe merger, ~~proposal~~which ~~with~~may result in the ~~Israeli~~merger ~~Companies~~not ~~Registrar,~~being consummated within the expected time period or at all. For additional information about other risks to which SodaStream is subject, please see SodaStream’s filings with, ~~expects~~and ~~will~~documents ~~occur~~furnished into, the ~~near~~SEC, ~~future~~including its most recent annual report on Form 20-F (filed with the SEC on March 22, 2018) and subsequent Reports of Foreign Private Issuer on Form 6-K. SodaStream ~~anticipates~~undertakes ~~that~~no ~~the~~obligation ~~Merger~~to ~~will~~update beany ~~completed~~forward-looking statement, bywhether ~~January~~as ~~2019~~a result of new information, future events or otherwise.

IfIncorporation ~~the~~by Merger is consummated, the Ordinary Shares will be delisted from the NASDAQ Global Select Market and the Tel Aviv Stock Exchange Ltd. and deregistered under the Securities Exchange Act of 1934 and the Israeli Securities Law, 5728-1968.Reference

The ~~foregoing~~contents ~~summary~~ of ~~the~~this ~~Merger~~Form ~~Agreement~~6-K ~~and the transactions contemplated thereby does not purport to be a complete description of all the parties’~~(including ~~rights and obligations under the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as~~ Exhibit 99.1 hereto) ~~and~~are ishereby incorporated ~~herein~~ by reference. ~~The~~in Merger Agreement has been included as an exhibit hereto solely to provide investors and securityholders with information regarding its terms. It is not intended to be a source of financial, business or operational information about SodaStream,’s ~~Parent~~registration orstatements ~~their~~on ~~respective~~Form ~~subsidiaries~~S-8 ~~or affiliates. In addition, such representations, warranties and covenants~~ (~~i) have~~File ~~been~~Nos ~~made only for purposes of the Merger Agreement~~333-226420, ~~(ii) have been qualified by (A) certain matters specifically disclosed in publicly available reports filed by SodaStream with the SEC since January 1~~333-208811, ~~2016~~333-195578, ~~but~~333-190655 ~~prior to one business day before the date of the Merger Agreement~~ and (B333-170299) matters specifically described in a confidential disclosure letter delivered by SodaStream to Parent in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement, which might differ from what is viewed as material by an investor or a securityholder, and (iv) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Investors and securityholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of SodaStream or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in SodaStream’s public reports. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding SodaStream that is or will be contained in, or incorporated by reference into, the documents that SodaStream files or has filed with the SEC.

On August 20, 2018, SodaStream issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.2 hereto.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Merger, SodaStream intends to submit relevant materials to the U.S. Securities and Exchange Commission (the “SEC”) and other governmental or regulatory authorities, including a proxy statement and form of proxy card. INVESTORS ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SODASTREAM AND THE MERGER. The proxy statement, proxy card and certain other relevant materials (when they become available) and any other documents submitted by SodaStream to the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov. Investors are urged to read the proxy statement and the other relevant materials carefully when they become available before making any voting or investment decision with respect to the Merger.

This Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference in SodaStream’s registration statements on Form S-8 (File Nos 333-226420, 333-208811, 333-195578, 333-190655 and 333-170299).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information provided in this Report of Foreign Private Issuer on Form 6-K contains forward-looking statements, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that involve risks and uncertainties. Forward-looking statements include, but are not limited to: statements about the expected timing of the acquisition, the satisfaction or waiver of any conditions to the proposed acquisition, and about SodaStream’s business and future prospects. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements, including: (1) SodaStream may be unable to obtain required regulatory approvals or satisfy other conditions to the closing of the proposed Merger; (2) the proposed Merger may involve unexpected costs, liabilities or delays; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (4) the ability to recognize benefits of the proposed Merger; (5) risks that the proposed Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed Merger; (6) impact of the Merger on relationships with SodaStream’s commercial counter-parties and (7) other risks that may imperil the consummation of the Merger, which may result in the Merger not being consummated within the expected time period or at all. For additional information about other risks to which SodaStream is subject, please see SodaStream’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 20-F and subsequent Reports of Foreign Private Issuer on Form 6-K. SodaStream undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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.

	SODASTREAM INTERNATIONAL LTD. (Registrant)
	SODASTREAM INTERNATIONAL LTD.
Date: August 20, 2018	By:	/s/ Dotan Bar-Natan
	(Registrant)
		Dotan Bar-Natan
Date: August 28, 2018	By:	/s/ Dotan Bar-Natan
		General Counsel
	Name:	Dotan Bar-Natan
	Title:	General Counsel

~~EXHIBIT~~Exhibit ~~INDEX~~Index

Exhibit	Description
Exhibit No.		Description
99.1	~~Agreement and Plan of Merger, dated August 20, 2018, by and among PepsiCo, Inc., Saturn Merger Sub Ltd. and SodaStream International Ltd.~~	Notice of special general meeting of shareholders of SodaStream International Ltd., published on August 28, 2018.
99.2	Press release, dated August 20, 2018, titled “SodaStream Enters into Agreement to Acquire SodaStream International Ltd.”

Filing Compare · SodaStream International Ltd.