UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~WASHINGTON D.C. 20549

FORM 6-K

~~REPORT~~Report OFof ~~FOREIGN~~Foreign ~~PRIVATE~~Private ~~ISSUER~~Issuer

~~PURSUANT~~Pursuant TOto ~~RULE~~Rule 13a-16 ORor 15d-16 OF

~~THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

For the month of: August 2020

Commission File Number: 001-33773

B COMMUNICATIONS LTD.

(Translation of ~~Registrant~~registrant’s name into English)

144 Menachem Begin Street, Tel Aviv 649210, Israel

(Address of ~~Principal~~principal ~~Executive~~executive ~~Office~~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): ☐

CONTENTS

~~NASDAQ~~Report ~~Delisting~~by ~~and~~Bezeq ~~Exchange~~subsidiary- ~~Act~~decision of ~~Deregistration~~Israeli Ministry of Communications re: maximum rate for ultra-broadband access service managed on Bezeq’s fiber network

On August 26, 2020, Bezeq BThe ~~Communications~~Israel Telecommunication Corporation Ltd. ~~(the~~ (“~~Company~~Bezeq”), ~~issued~~ a ~~press~~26.34% subsidiary ~~release~~of ~~announcing~~B Communications Ltd. (the “Company’s”), ~~intention~~reported to ~~voluntarily~~the ~~delist~~Israel ~~its~~Securities ~~ordinary~~Authority (the ~~shares,~~“ISA”) ~~par~~and ~~value~~Tel ~~NIS~~Aviv ~~0.1~~Stock ~~per~~Exchange ~~share~~ (~~“ordinary~~the ~~shares~~“TASE”), ~~from~~that ~~the~~on ~~NASDAQ~~August ~~Global~~25, ~~Select~~2020, ~~Market.~~Bezeq ~~Following~~received ~~that~~a ~~delisting,~~decision from the ~~Company~~Israeli ~~furthermore~~Ministry ~~intends~~of toCommunications ~~deregister~~regarding ~~the~~changes ~~ordinary~~in ~~shares~~the ~~under,~~structure and ~~terminate~~amount of the ~~Company~~maximum rate for ultra-broadband access managed on Bezeq’s ~~reporting obligations~~fiber ~~pursuant~~network. ~~to,~~The decision came following a hearing held by the ~~Securities~~Ministry ~~Exchange~~of ~~Act~~Communications and the recommendations of ~~1934,~~the asMinistry ~~amended~~of Communications’ deputy director of economics.

A translated copy of the ~~that~~foregoing ~~press release~~report isof ~~attached~~Bezeq ~~hereto~~is furnished as Exhibit 99.1 ~~and~~to isthis ~~incorporated~~Report ~~herein~~of byForeign ~~reference~~Private Issuer on Form 6-K.

Forward Looking Statements

This Report of Foreign Private Issuer on Form 6-K, including the exhibit hereto, may contain forward-looking statements within the meaning of applicable securities laws. In the United States, these statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside the Company’s control, which could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks detailed in the Company’s public filings with the U.S. Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to update any forward-looking or other statements herein, 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.

	B COMMUNICATIONS LTD.
Date: August 26, 2020	By:	/s/ Tomer Raved
Date: August 31, 2020	By:	/s/ Tomer Raved
		Name: Tomer Raved
		Name:	Tomer Raved
		Title: Chief Executive Officer
		Title:	Chief Executive Officer

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

Exhibit No.		Description
99.1		Press Release issued by B Communications Ltd. on August 26, 2020 announcing its intent to voluntarily delist its ordinary shares from the NASDAQ Global Select Market, and deregister and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended

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 August 26, 2020.

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