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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2018

Commission file number: 001-20892

ATTUNITY LTD.
(Name of registrant)

16 Atir Yeda Street, Atir Yeda Industrial Park, Kfar Saba, 4464321, 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): ☐

____________________

This Form 6-K is hereby incorporated by reference into: Form F-3 Registration Statements File Nos. 333-205799, 333-205798, 333-173205, 333-138044, 333-122937 and 333-119157 and Form S-8 Registration Statements File Nos. 333-122302, 333-142284, 333-164656, 333-184136, 333- 193783, 333-219792 and 333-224648.

 
CONTENTS
 
On June 22, 2018, Attunity Ltd. (the "Company") entered into an Amendment No. 2 (the “Amendment”) to the Bonus Rights Agreement, dated as of June 7, 2016 as amended by Amendment No. 1 to Bonus Rights Agreement, dated as of June 19, 2017 (as amended, the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

Under the terms of the Amendment, the expiration date of the Company’s Shareholder Bonus Rights Plan (as amended, the “Plan”) contemplated by the Rights Agreement has been extended. Following the Amendment, the Plan will continue in effect until June 30, 2019, unless earlier redeemed or exchanged by the Company.
 
A copy of the Rights Agreement as originally executed is attached as Exhibit 99.2 to the Form 6-K of the Company submitted to the Securities and Exchange Commission ("SEC") on June 8, 2016 and is incorporated herein by reference and a copy of Amendment No. 1 to Bonus Rights Agreement, dated as of June 19, 2017 as originally executed is attached as Exhibit 99.1 to the Form 6-K of the Company submitted to the SEC on June 20, 2017 and is incorporated herein by reference.

The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety.

Exhibit
 
 
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.
 
 
ATTUNITY LTD.
 
 
By: /s/ Dror Harel-Elkayam
 
Dror Harel-Elkayam
Chief Financial Officer and Secretary
 
Date: June 28, 2018
 
Exhibit 99.1
 
Execution Copy
 
AMENDMENT NO. 2 TO BONUS RIGHTS AGREEMENT
 
Amendment No. 2, dated as of June 22, 2018 (this “ Amendment ”), to the Bonus Rights Agreement, dated as of June 7, 2016 and amended by Amendment No. 1 to Bonus Rights Agreement, dated as of June 19, 2017 (as amended, the “ Rights Agreement ”), between Attunity Ltd., an Israeli company (the “ Company ”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “ Rights Agent ”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rights Agreement.
 
W   I   T   N   E   S   S   E   T   H :
 
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein);
 
WHEREAS, Section 26 of the Rights Agreement permits the Company to amend the Rights Agreement in the manner provided therein at any time prior to the Distribution Date; and
 
WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 26 of the Rights Agreement;
 
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows:
 
Section 1. Amendments to Rights Agreement . The Rights Agreement is hereby amended as follows:
 
(a)
The definition of “Final Expiration Date” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
 
““ Final Expiration Date ” means June 30, 2019 (as may be amended or extended pursuant to Section 26) .”
 
(b)
In  Exhibit A  and  Exhibit B  of the Rights Agreement, all references to “June 30, 2018” are amended and restated so that such references read “June 30, 2019.”
 
Section 2. Certification . This Section 2 shall constitute a certificate from an appropriate officer of the Company for purposes of Section 26 of the Rights Agreement, and the Company and the officer of the Company signing this Amendment below, on behalf of the Company, (i) hereby certify that to their knowledge this Amendment is in compliance with the terms of Section 26 of the Rights Agreement and (ii) request and direct that the Rights Agent execute and deliver this Amendment, in accordance with Section 26.
 
Section 3. Effective Date . The foregoing amendment shall be effective as of the date hereof.
 
Section 4. Full Force and Effect . Except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.
 
Section 5. Counterparts .    This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
 
 [SIGNATURE PAGE FOLLOWS]
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.
 
 
ATTUNITY LTD.
     
 
By:
/s/ Dror Harel-Elkayam
   
Name: Dror Harel-Elkayam
   
Title: Chief Financial Officer and Secretary
     
 
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
     
 
By:
/s/ Michael Legregin
   
Name: Michael Legregin
   
Title: SVP
 
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