Page 5 of 7 SEC Filing
| Item 1. | Security and Issuer. |
This
Amendment No. 8 (the “Amendment”) is filed by Internet Gold-Golden Lines Ltd. (“Internet Gold”),
Eurocom Communications Ltd. (“Eurocom Communications”) and Mr. Shaul Elovitch (collectively, the “Reporting
Persons”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 and amends Items 3, 4 and 5 of the initial
Statement on Schedule 13D filed by the Reporting Persons on August 11, 2009, as amended by Amendment No. 1 to the Initial Statement
on Schedule 13D filed on March 29, 2010, Amendment No. 2 to the Initial Statement on Schedule 13D filed on May 13, 2010, Amendment
No. 3 to the Initial Statement on Schedule 13D filed on June 3, 2011, Amendment No. 4 to the Initial Statement on Schedule 13D
filed on August 16, 2011, Amendment No. 5 to the Initial Statement on Schedule 13D filed on January 18, 2012, Amendment No. 6
to the Initial Statement on Schedule 13D filed on June 27, 2013 and Amendment No. 7 to the Initial Statement of Schedule 13D filed
on June 5, 2014 (the initial Schedule 13D, and Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6 and No. 7 together, the “Statement”).
The Statement relates to the Ordinary Shares, par value NIS 0.1 per share (the “Ordinary Shares”), of B Communications
Ltd. (the “Issuer”), an Israeli company whose principal executive offices are located at 2 Dov Friedman Street,
Ramat Gan 5250301, Israel.
| Item 3. | Source and Amount of Funds or Other Consideration. |
ITEM
3 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
Since
the most recent filing of Schedule 13D, Internet Gold purchased 15,000 Ordinary Shares and then sold 575,000 Ordinary Shares in
Israel.
| Item 4. | Purpose of Transaction. |
ITEM
4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
The
Reporting Persons consummated the transactions described herein on June 17, 2014 and January 13, 2016.
The
Reporting Persons intend to review continuously their position in the Issuer. Depending upon future evaluations of the business
prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and
stock market conditions, the Reporting Persons may retain or from time to time increase their holdings or dispose of all or a
portion of their holdings, subject to any applicable legal and contractual restrictions on their ability to do so.
The
Reporting Persons do not currently have any plan or proposal, which relates to or would result in:
(a)
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer other than
purchases in the normal course of business by Internet Gold;
(b)
an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c)
a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number
or term of directors or to fill any existing vacancies on the board;
(e)
any material change in the present capitalization or dividend policy of the Issuer;
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