SEC Form SC 13G/A filed by XAI Octagon Floating Rate & Alternative Income Term Trust (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| XAI Octagon Floating Rate & Alternative Income Term Trust |
| (Name of Issuer) |
| Preferred Shares |
| (Title of Class of Securities) |
| 98400T205 |
| (CUSIP Number(s)) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 98400T205 |
| 1 | NAME OF REPORTING PERSON
Eagle Point Credit Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a)¨ | |
| (b)¨ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
|
| 0 shares | ||
| 6 | SHARED VOTING POWER
| |
| 7 | SOLE DISPOSITIVE POWER
| |
| 0 shares | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 0 shares | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
| ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
| 0.0% | |
| 12 | TYPE OF REPORTING PERSON
|
| IA |
| CUSIP No. | 98400T205 |
| Item 1(a). | Name of Issuer: |
XAI Octagon Floating Rate & Alternative Income Term Trust (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
321 North Clark Street, Suite 2430, Chicago, Illinois 60654
| Item 2(a). | Name of Person(s) Filing: |
Eagle Point Credit Management LLC (“EPCM”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
600 Steamboat Road, Suite 202
Greenwich, CT 06830
| Item 2(c). | Citizenship: |
Organized in the State of Delaware
| Item 2(d). | Title of Class of Securities: |
Preferred Shares
| Item 2(e). | CUSIP Number(s): |
98400T205
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| CUSIP No. | 98400T205 |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 0 shares of 6.50% Series 2026 Term Preferred Shares, par value $0.01 per share |
| (b) | Percent of Class: 0% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 shares1 |
| (ii) | Shared power to vote or to direct the vote: 0 shares |
| (iii) | Sole power to dispose or to direct the disposition of: 0 shares1 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 shares |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
1 EPCM acts as investment manager to certain accounts (the “Accounts”) that hold Preferred Shares pursuant to a discretionary investment management agreement. EPCM and the Accounts have entered into certain contractual arrangements with the Issuer which restrict EPCM's and the Accounts' ability to vote or dispose of any preferred stock of the Issuer (including the Preferred Shares). Accordingly, EPCM is no longer a “beneficial owner” of the Preferred Shares described herein (or any other series of preferred shares of the Issuer) within the meaning of Section 13(d) of the Act and the rules and regulations promulgated thereunder.
| CUSIP No. | 98400T205 |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2022
| EAGLE POINT CREDIT MANAGEMENT LLC | ||
| By: | /s/ Kenneth Onorio | |
| Name: | Kenneth Onorio | |
| Title: | Chief Financial Officer | |