Report of Foreign Issuer (6-k)

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 July, 2015

Commission File Number 001-33085

RR Media Ltd.

(Translation of registrant’s name into English)

RR Media Building

Hanegev Street

POB 1056

Airport City 70100

Israel (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F T 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): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No T

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_

RR Media Ltd.

On July 31, 2015 the registrant issued a press release "RR Media Reports Revenues of $33.1 Million for the Second Quarter 2015". A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Exhibit

Exhibit 99.1. Press release of the registrant, dated July 31, 2015 "RR Media Reports Revenues of $33.1 Million for the Second Quarter 2015".

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.

RR Media LTD.

By:	/S/ ORNA NAVEH

Name:

Orna Naveh

Title:

General Counsel and Company Secretary

Date: July 31, 2015

Exhibit Index

Exhibit 99.1. Press release of the registrant, dated July 31, 2015 "RR Media Reports Revenues of $33.1 Million for the Second Quarter 2015".

Exhibit 99.1

For immediate release

RR Media Reports Revenues of $33.1 Million for the Second Quarter 2015

Airport City Business Park, Israel (July 31, 2015) - RR Media (NASDAQ: RRM), a leading provider of global digital media services to the broadcast and media industries, today announced financial results for the second quarter ended June 30, 2015.

Operational Highlights for the Second Quarter 2015

Satlink Communications and ESS acquisitions closed; integration expected to be completed by year end

Opened digital media center in the U.K. designed to provide a wide range of digital media solutions across Europe

Signed an agreement to deliver Italian government channels (RAI) to audiences worldwide

Financial Highlights for the Second Quarter 2015

Revenues grew to $33.1 million, a 1.9% increase year-over-year

Gross margin of 21.7%, compared to 21.2% for Q2 2014

Gross margin of Content Management & Distribution reached 22.5%

Satlink and ESS expected to be accretive to margins in 2016, following completion of integration plans

GAAP net income of $0.01 per basic and diluted share

Non-GAAP net income of $0.07 per basic and diluted share

Positive cash flows from operations of $3.3 million

Total cash and cash equivalents of $13.2 million as of June 30, 2015

Board declared a cash dividend of $0.07 per share, an aggregate amount of approximately $1.2 million, representing an annual dividend yield of 4.0%.

(In Thousands)	Q2 2015									Q2 2014
	Content Mgmt. & Distribution Services			MSS			Total			Content Mgmt. & Distribution Services			MSS			Total
Revenues	$	30,101		$	3,006		$	33,107		$	29,665		$	2,832		$	32,497
Gross profit	$	6,787		$	399		$	7,186		$	6,572		$	323		$	6,895
Gross margin		22.5	%		13.3	%		21.7	%		22.2	%		11.4	%		21.2	%

Avi Cohen, CEO of RR Media, commented, “We are pleased with the results for the second quarter considering we continue to face macro-economic challenges in Russia and Western Europe throughout the first half of 2015. We view this as a temporary disruption to our business, and remain dedicated to maintaining strong customer relationships in the region so that we are able to quickly ramp our operations once the situation there improves.

“In the second quarter, we made significant progress building scale and expanding our geographic presence through the acquisitions of Satlink Communications and ESS. The immediate financial benefit of these acquisitions when comparing total results for sequential quarters is partially offset by the seasonality of our sports and live events business.”

“Looking ahead, we are focused on leveraging the scale of our business, continuing our efforts to add upper tier customers and diversify our services to drive improved margins and revenue growth. New growth opportunities include the fully digital European media center recently opened in London, which enables us to provide a wide range of digital media solutions to our European customers as well as the expansion of our central European business leveraging the ESS acquisition. We also signed an agreement to deliver the Italian government channels RAI Italia, Rai News 24 and Rai World Premium to audiences worldwide,” concluded Mr. Cohen.

Second Quarter 2015 Financial Results

Revenues for the second quarter of 2015 were $33.1 million, an increase of 1.9% compared with $32.5 million in the second quarter of 2014. Revenues for the second quarter of 2015 benefited from the recently acquired businesses, ESS and Satlink Communications; which was partially offset by the continued effect of the Euro/U.S. Dollar exchange rate and geopolitical issues in Russia. In addition, it is important to note that second quarter revenue is usually the slowest of the year, mainly due to the seasonality of the non-recurring sports and live events.

The Company reported $30.1 million of Content Management and Distribution Services revenue, excluding non-core revenue from MSS, an increase of 1.5% from $29.7 million in the second quarter last year and an increase of 9.1% from $27.6 million in the first quarter this year.

Gross profit for the second quarter of 2015 was $7.2 million compared to $6.9 million for the second quarter of 2014. Gross margin for the second quarter of 2015 was 21.7% compared to 21.2%for the second quarter of 2014. Gross margin for Content Management and Distribution Services increased slightly to 22.5% compared to 22.2% for the same period last year, despite the contributions of Satlink and ESS, which historically have lower gross margins.

Non-GAAP operating income was $1.5 million for the second quarter of 2015, compared to $1.3 million for the second quarter of 2014. Non-GAAP operating margin for the second quarter of 2015 was 4.5% compared to 4.0% for the same period last year. Non-GAAP operating income and non-GAAP operating margin for the second quarter of 2015 and 2014 exclude non-cash equity-based compensation charge, amortization of acquired intangible assets,cost of sales related changes in fair value of currency conversion derivatives, acquisition related expenses and amortization of acquisition related prepaid compensation expenses; and include the impact of fluctuations in foreign currency exchange rates.

GAAP net income for the second quarter of 2015 was $0.2 million, or $0.01 per fully diluted share, compared to $0.7 million, or $0.04 per fully diluted share, for the same period of 2014.

Non-GAAP net income for the second quarter of 2015 was $1.2 million, or $0.07 per fully diluted share, compared to $1.0 million, or $0.06 per fully diluted share, in the second quarter of 2014.

Adjusted EBITDA for the second quarter of 2015 was $3.7 million compared to $3.6 million in the second quarter of 2014.

Backlog to be delivered in the next 12 months as of June 30, 2015 increased to $93 million, up from $76 million as of March 31, 2015.

Cash, cash equivalents and marketable securities as of June 30, 2015 totaled $13.2 million compared with$22 million as of December 31, 2014. This reduction is cash was the result of the Satlink Communications and ESS acquisitions.

Full Year 2015 Guidance

The Company is reiterating its full year 2015 and 2016 guidance. Management expects total revenues to be in the range of $140 million to $148 million for 2015, and $161 million to $171 million for 2016; with Adjusted EBITDA of $17.6 million to $20.4 million for 2015, and a year-over-year increase of 25% to 30% in Adjusted EBITDA for 2016. It is important to note that the results for the second half of 2015 will benefit from the inclusion of the full six month financial results for Satlink Communications and ESS, which were acquired earlier in the year.

Management continues to expect some level of variation in mix from quarter to quarter leading to some fluctuations in revenues and gross margin between quarters.

Quarterly Dividend

In accordance with the Company’s dividend policy, the Board of Directors declared a cash dividend in the amount of $0.07 per ordinary share and in the aggregate amount of approximately $1.2 million, representing an annual dividend yield of 4.0%. The dividend is payable on September 2, 2015 to all of the Company's shareholders of record at the end of the trading day on NASDAQ on August 17, 2015.

Conference Call Information

Management will host a conference call to discuss the results at 9 a.m. ET (4 p.m. in Israel) on Friday, July 31, 2015.

Details are as follows:

Dial-in number from within the United States: 1-888-510-1785

Dial-in number from Israel: 1 80 924 5906

Dial-in number from the UK: 0 800 404 7655

Dial-in number (other international): 1-719-325-2354

Conference ID: 8151126

Playback, available until August 8, 2015 by calling 1-877-870-5176 (United States) or 1-858-384-5517 (international). Please use pin number 8151126 for the replay.

A live webcast is accessible at http://public.viavid.com/player/index.php?id=114929.

About RR Media

RR Media (NASDAQ: RRM) works in partnership with the world’s leading media providers to transform content into valuable media assets. RR Media’s complete ecosystem of digital media services maximize the potential of media and entertainment content, covering four main areas: smart global content distribution network with an optimized combination of satellite, fiber and the Internet; content management and channel origination; sports, news & live events; and online video services. RR Media provides scalable, converged digital media services to more than hundreds of broadcasters, content owners, sports leagues and right holders. The company manages and delivers more than 24,000 hours of broadcast content, more than 4,000 hours of online video and VOD content daily and more than 350 hours of premium sports and live events every day. The company delivers content to 95% of the world’s population reaching viewers of multiplatform operators, VOD platforms, online video and direct-to-home services. Visit the company's website www.rrmedia.com

Safe Harbor Statement

This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the companies and the industry as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law. 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 the risks indicated in our filings with the Securities and Exchange Commission (SEC). For more details, please refer to our SEC filings and the amendments thereto, including our Annual Report on Form 20-F for the year ended December 31, 2014 and our Current Reports on Form 6-K.

Company Contact:

Shmulik Koren, CFO

Tel: +972 3 928 0777

Email: investors@rrmedia.com

Investor Contact:

KCSA Strategic Communications

Garth Russell / Elizabeth Barker

Tel: 212-896-1250 / 212-896-1203

Email: rrmedia@kcsa.com

RR Media Ltd

Interim Condensed Consolidated Statements of Income

In thousands, except share data

	Three months ended						Six months ended
	June 30			June 30			June 30			June 30
	2015			2014			2015			2014
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues
Content Mgmt. & distribution services		30,101			29,665			57,668			59,645
Mobile satellite services		3,006			2,832			5,969			5,709
Total revenues	$	33,107		$	32,497		$	63,637		$	65,354

Cost of revenues
Content Mgmt. & distribution services		23,314			23,093			44,005			45,453
Mobile satellite services		2,607			2,509			5,255			4,971
Total cost of revenues		25,921			25,602			49,260			50,424

Gross profit		7,186			6,895			14,377			14,930

Operating expenses

Sales and marketing		3,765			3,279			7,394			6,274
General and administrative		2,367			2,606			4,619			5,137
Acquisition related expenses		900			-			900			-

Total operating expenses		7,032			5,885			12,913			11,411

Operating income		154			1,010			1,464			3,519

Financial income
(expenses), net		77			(200	)		(32	)		(370	)

Income before taxes on
income		231			810			1,432			3,149

Income taxes		10			180			299			795

Net income	$	221			630		$	1,133			2,354

Net loss attributable to non- controlling interest		(4	)		(45	)		(18	)		(117	)
Net income attributable to shareholders	$	225		$	675		$	1,151		$	2,471

Earnings per ordinary share attributable to shareholders

Basic earnings per share	0.01	$	0.04	0.07	$	0.14

Diluted earnings per share	0.01	$	0.04	0.07	$	0.14

Weighted average number of shares used to compute

Basic earnings per share	17,392,614		17,346,561	17,392,345		17,346,561

Diluted earnings per share	17,672,593		17,675,698	17,665,055		17,739,860

RR Media Ltd

Reconciliation of GAAP to Non-GAAP Financial Information

In thousands

	Three months ended June 30						Six months ended June 30
	2015			2014			2015			2014
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Reconciliation of GAAP Net Income to Non-GAAP Net Income:

GAAP Net income attributable to shareholders	$	225		$	675		$	1,151		$	2,471
Adjustments to reconcile GAAP net income
to non-GAAP net income:
Non-cash equity-based compensation charge		182			180			357			343
Amortization of acquired intangible assets		202			167			350			364
Changes in fair value of currency conversion derivatives		-			9			-			50
Acquisition related expenses		900			-			900			-
Amortization of acquisition related prepaid
compensation expenses		42			42			84			84
Income tax effect of non-GAAP adjustments		(312	)		(65	)		(370	)		(146	)

Non-GAAP net income attributable to shareholders	$	1,239		$	1,008			2,472		$	3,166

	Three months ended June 30					Six months ended June 30
	2015		2014			2015		2014
	(unaudited)		(unaudited)			(unaudited)		(unaudited)
Reconciliation of GAAP Operating Income
to Non-GAAP operating income:

Operating income	$	154	$	1,010		$	1,464	$	3,519
Adjustments to reconcile GAAP operating
income to Non-GAAP operating income:
Non-cash equity-based compensation charge		182		180			357		343
Amortization of acquired intangible assets		202		167			350		364
Cost of sales related changes in fair value of
currency conversion derivatives		-		(86	)		-		(199	)
Acquisition related expenses		900		-			900		-
Amortization of acquisition related prepaid
compensation expenses		42		42			84		84

Non-GAAP Operating income		1,480	$	1,313			3,155	$	4,111

RR Media Ltd

Reconciliation of GAAP to Non-GAAP Financial Information

In thousands

	Three months ended June 30					Six months ended June 30
	2015		2014			2015		2014
	(unaudited)		(unaudited)			(unaudited)		(unaudited)
Reconciliation of GAAP Operating Income to EBITDA:

Operating income	$	154	$	1,010		$	1,464	$	3,519
Adjustments to reconcile GAAP Operating
Income to EBITDA:
Non-cash equity-based compensation charge		182		180			357		343
Depreciation and amortization		2,431		2,464			4,539		4,889
Cost of sales related changes in fair value of
currency conversion derivatives		-		(86	)		-		(199	)
Acquisition related expenses		900		-			900		-
Amortization of acquisition related prepaid compensation expenses		42		42			84		84

EBITDA	$	3,709	$	3,610		$	7,344	$	8,636

	Three months ended June 30				Six months ended June 30
	2015		2014		2015		2014
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Reconciliation of Non-GAAP Operating Income to adjusted EBITDA:

Non-GAAP Operating income	$	1,480	$	1,313	$	3,155	$	4,111
Adjustments to reconcile Non-GAAP operating
income to Adjusted EBITDA:
Depreciation and amortization		2,229		2,297		4,189		4,525

Adjusted EBITDA	$	3,709	$	3,610	$	7,344	$	8,636

RR Media Ltd

Interim Condensed Consolidated Statements of Income (Non-GAAP results)

In thousands, except share data

	Three months ended						Six months ended
	June 30			June 30			June 30			June 30
	2015			2014			2015			2014
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues
Content Mgmt. & distribution services		30,101			29,665			57,668			59,645
Mobile satellite services		3,006			2,832			5,969			5,709
Total revenues	$	33,107		$	32,497		$	63,637		$	65,354

Cost of revenues
Content Mgmt. & distribution services		23,298			23,093			43,974			45,625
Mobile satellite services		2,607			2,509			5,255			4,971
Cost of revenues		25,905			25,669			49,229			50,596

Gross profit		7,202			6,828			14,408			14,758

Operating expenses

Sales and marketing		3,490			3,050			6,895			5,785
General and administrative		2,232			2,465			4,358			4,862

Total operating expenses		5,722			5,515			11,253			10,647

Operating income		1,480			1,313			3,155			4,111

Financial income
(expenses), net		77			(105	)		(32	)		(121	)

Income before taxes on
income		1,557			1,208			3,123			3,990

Income taxes		322			245			669			941

Net income		1,235			963			2,454			3,049

Net loss attributable to non- controlling interest		(4	)		(45	)		(18	)		(117	)
Net income attributable to shareholders		1,239		$	1,008			2,472		$	3,166

Earnings per ordinary share attributable to shareholders

Basic earnings per share	$	0.07		$	0.06		$	0.14		$	0.18

Diluted earnings per share	$	0.07		$	0.06		$	0.14		$	0.18

Weighted average number of shares used to compute

Basic earnings per share		17,392,614			17,346,561			17,392,345			17,346,561

Diluted earnings per share		17,672,593			17,675,698			17,665,055			17,739,860

RR Media Ltd

Interim Condensed Consolidated Balance Sheets

In thousands, except share data

	June 30		June 30		December 31
	2015		2014		2014
	(unaudited)		(unaudited)		(audited)
Current assets
Cash and cash equivalents	$	13,224	$	12,698	$	13,001
Marketable securities and short term investments		-		9,731		8,970
Accounts receivable (net of provision for doubtful accounts of $5,026, $6,551 and $5,323 as of June 30, 2015, 2014 and December 31, 2014, respectively)		29,599		23,491		23,457
Other receivable		3,939		2,954		2,343
Deferred taxes		2,249		2,200		2,038
Prepaid expenses		3,883		3,197		2,839

Total current assets		52,894		54,271		52,648

Long-term prepaid expenses		2,528		2,320		3,156
Long-term land lease prepaid expenses		7,347		7,440		7,380
Assets held for employee severance payments		2,078		2,204		1,892
Fixed assets, net		56,352		45,903		45,669
Goodwill		31,282		11,880		11,286
Intangible assets, net		8,711		6,362		5,528

Total long term assets		108,298		76,109		74,911

Total assets	$	161,192	$	130,380	$	127,559

RR Media Ltd

Interim Condensed Consolidated Balance Sheets (cont’d)

	June 30			June 30			December 31
	2015			2014			2014
	(unaudited)			(unaudited)			(audited)
Liabilities and shareholders’ equity

Current liabilities
Account payable:
Trade	$	26,399		$	18,435		$	18,414
Other		8,441			4,970			5,482
Current maturities of long term loan		3,799			-			-
Deferred income		8,608			5,650			4,867

Total current liabilities		47,247			29,055			28,763

Long-term liabilities
Deferred income		7,666			8,816			7,714
Long term loans		12,000			-			-
Liabilities in respect of employee severance payments and others		3,582			2,254			2,993
Contingent consideration in respect of acquisition		4,687			3,980			3,550
Deferred taxes		4,771			4,512			3,702

Total long-term liabilities		32,706			19,562			17,959

Total liabilities		79,953			48,617			46,722

Shareholders’ equity
Share capital
Ordinary share NIS 0.01 par value each (27,000,000 authorized as of June 30, 2015, 2014 and December 31, 2014. 17,394,539 shares issued and fully paid as of June 30, 2015, 17,346,561 shares issued and fully paid as of June 30, 2014, 17,392,072 shares issued and fully paid as of December 31, 2014)		40			40			40
Additional paid in capital		54,929			54,222			54,572
Retained earnings		26,116			26,286			27,400
Treasury Stock		(146	)		-			(146	)
Accumulated other comprehensive income (loss)		413			1,332			(934	)

Total shareholders’ equity		81,352			81,880			80,932

Non – controlling interest		(113	)		(117	)		(95	)

Total equity		81,239			81,763			80,837

Total liabilities and equity	$	161,192		$	130,380		$	127,559

RR Media Ltd

Interim Condensed Consolidated Statements of Cash Flows

In thousands

	Three months ended June 30						Six months ended June 30
	2015			2014			2015			2014
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net income	$	221		$	630		$	1,133		$	2,354

Adjustments required to reconcile net income to net cash provided by operating activities		2,735			3,097			6,139			5,372

Changes in assets and liabilities		317			(1,494	)		(1,972	)		(3,499	)

Net cash provided by operating activities		3,273			2,233			5,300			4,227

Cash flows from investing activities
Purchase of fixed assets and intangible assets		(2,889	)		(2,430	)		(5,798	)		(4,237	)
Acquisitions of subsidiaries, net of cash acquired		(20,726	)		-			(20,726	)		-
Other investing activities		9,038			(222	)		9,100			424
Net cash used in investing activities		(14,577	)		(2,652	)		(17,424	)		(3,813	)

Cash flows from financing activities
Dividend paid		(1,218	)		(1,908	)		(2,435	)		(1,908	)
Proceeds for long term loan		15,000			-			15,000			-
Net cash used in financing activities		13,782			(1,908	)		12,565			(1,908	)

Translation adjustment on cash and cash equivalents		229			21			(218	)		27

Increase (decrease) in cash and cash
Equivalents		2,707			(2,306	)		223			(1,467	)

Balance of cash and cash equivalents at beginning of period		10,517			15,004			13,001			14,165

Balance of cash and cash equivalents at end of period	$	13,224		$	12,698		$	13,224		$	12,698