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13D Filing: Saba Capital and Alpine Total Dynamic Dividend Fund (AOD)

Alpine Total Dynamic Dividend Fund (NYSE:AOD): Boaz Weinstein’s Saba Capital filed an amended 13D.

You can check out Saba Capital’s latest holdings and filings here.

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Boaz Weinstein
Boaz Weinstein
Saba Capital

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Saba Capital Management 0 8,564,873 8,564,873 7.96%
Boaz R. Weinstein 0 8,564,873 8,564,873 7.96%
Boaz Weinstein
Boaz Weinstein
Saba Capital

Page 1 of 10 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.
[__])*

ALPINE TOTAL DYNAMIC DIVIDEND
FUND

(Name of Issuer)

Common Shares, no par value
(Title of
Class of Securities)

021060207
(CUSIP Number)

Saba Capital Management, L.P.
405 Lexington
Avenue

58th Floor
New York, NY 10174
Attention:
Michael D’Angelo

(212) 542-4635
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)

October 13, 2017
(Date of Event Which
Requires Filing of This Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box. [X]

(Page 1 of 10 Pages)

______________________________
* 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 disclosures provided in a prior cover page.

The information required on 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).

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Page 2 of 10 – SEC Filing


CUSIP No.
021060207
SCHEDULE 13D Page 2 of 10 Pages

 

1 NAME OF REPORTING PERSON
       Saba Capital
Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
         OO (see
Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware
7 SOLE VOTING POWER
         -0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY          8,564,873
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING          -0-
PERSON WITH:
10 SHARED DISPOSITIVE POWER
         8,564,873
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
         8,564,873
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
  [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         7.96%1
14 TYPE OF REPORTING PERSON
         PN; IA

___________________________
1 The percentages used herein are calculated based
upon 107,593,339 shares of common stock outstanding as of 4/30/2017, as
disclosed in the company’s Certified Shareholder Report Form N-CSRS filed
7/7/2017.

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Page 3 of 10 – SEC Filing


CUSIP No.        021060207 SCHEDULE 13D Page 3 of 10 Pages

 

1 NAME OF REPORTING PERSON
         Boaz R.
Weinstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
         OO (see
Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 [   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
         United
States
7 SOLE VOTING POWER
         -0-
NUMBER OF
SHARES 8 SHARED 8,564,873 VOTING POWER
BENEFICIALLY          8,564,873
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING          -0-
PERSON WITH:
10 SHARED DISPOSITIVE POWER
         8,564,873
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
         8,564,873
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[   ]
  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         7.96%1
14 TYPE OF REPORTING PERSON
         IN

____________________________
1 The percentages used herein are calculated based
upon 107,593,339 shares of common stock outstanding as of 4/30/2017, as
disclosed in the company’s Certified Shareholder Report Form N-CSRS filed
7/7/2017.

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Page 4 of 10 – SEC Filing


CUSIP No.        021060207 SCHEDULE 13D Page 4 of 10 Pages

 

Item 1. SECURITY AND ISSUER

This statement on Schedule 13D (the “Schedule
13D
“) relates to the common shares (the “Common Shares“), of
Alpine Total Dynamic Dividend Fund (the “Issuer“). The Issuer’s
principal executive offices are located at 2500 Westchester Avenue, Suite
215, Purchase, NY 10577

Item 2. IDENTITY AND BACKGROUND

 

(a)

This Schedule 13D is filed
by:

 

(i)

Saba Capital Management, L.P., a Delaware limited
partnership (“Saba Capital“); and

(ii)

Mr. Boaz R. Weinstein (“Mr.
Weinstein
“).

 

This statement is being jointly filed by Saba Capital
Management, L.P., a Delaware limited partnership (“Saba Capital”) and Mr.
Boaz R. Weinstein (together, the “Reporting Persons) with respect to the
ownership of the shares of Common Stock (as defined in Item 2(d)) by Saba
Capital Master Fund Ltd. (“SCMF”), Saba II AIV, L.P.. (“SCMF II”), Saba
Capital Leveraged Master Fund Ltd. (“SCLMF”), Saba Capital Series LLC
Series 1 (“SCS”), Saba Capital CEF Opportunities 1, Ltd. (“SCEF1”), and
Saba Capital CEF Opportunities 2, Ltd. (“SCEF2”), and Saba Closed-End
Funds ETF. Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry
to the appropriate party.

Information required by Instruction C of Schedule 13D
with respect to Management is set forth herein.

The filing of this statement should not be construed as
an admission that any Reporting Person, Management or any Saba Entity is,
for the purposes of Sections 13 of the Securities Exchange Act of 1934,
the beneficial owner of the Common Shares reported herein.

(b)

The address of the business office of each of the
Reporting Persons and Management is 405 Lexington Avenue, 58th Floor, New
York, New York 10174.

(c)

The principal business of: (i) Saba Capital is to serve
as investment manager to the Saba Entities, (ii) Mr. Weinstein, an
individual, is investment management and serving as the Managing Member of
Management and other affiliated entities and (iii) Management is to serve
as general partner of Saba Capital.

(d)

None of the Reporting Persons or Management has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

 

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Page 5 of 10 – SEC Filing


CUSIP No.        021060207 SCHEDULE 13D Page 5 of 10 Pages

 

(e)

None of the Reporting Persons or Management has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was, or is subject to, a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.

(f)

Saba Capital is organized as a limited partnership under
the laws of the State of Delaware. Mr. Weinstein is a citizen of the
United States. Management is a limited liability company organized under
the laws of Delaware.

The Reporting Persons have executed a Joint Filing
Agreement, dated October 13, 2017, with respect to the joint filing of
this Schedule 13D, and any amendment or amendments hereto, a copy of which
is attached hereto as Exhibit 1.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION

Funds for the purchase of the Common Shares were derived
from the subscription proceeds from investors in SCMF, SCMF II, SCLMF,
SCS, SCEF 1, SCEF 2, and Saba Closed-End Funds ETF, and the capital
appreciation thereon and margin account borrowings made in the ordinary
course of business. In such instances, the positions held in the margin
accounts are pledged as collateral security for the repayment of debit
balances in the account, which may exist from time to time. Since other
securities are held in the margin accounts, it is not possible to
determine the amounts, if any, of margin used to purchase the Common
Shares reported herein. A total of $68,509,377 was paid to acquire the
Common Shares reported herein.

Item 4.

PURPOSE OF TRANSACTION

The Reporting Persons acquired the Common Shares to which
this Schedule 13D relates in the ordinary course of business for
investment purposes because they believe that the Common Shares are
undervalued and represent an attractive investment opportunity.

The Reporting Persons may engage in discussions with
management, the Board of Directors, other shareholders of the Issuer and
other relevant parties, including representatives of any of the foregoing,
concerning the Reporting Persons’ investment in the Common Shares and the
Issuer, including, without limitation, matters concerning the Issuer’s
business, operations, board appointments, governance, management,
capitalization and strategic plans and matters relating to the open or
closed end nature of the Issuer and timing of any potential liquidation of
the Issuer. The Reporting Persons may exchange information with any
persons pursuant to appropriate confidentiality or similar agreements or
otherwise, work together with any persons pursuant to joint agreements or
otherwise, propose changes in the Issuer’s business, operations, board appointments, governance,
management, capitalization, strategic plans or matters relating to the
open or closed end nature of the Issuer or timing of any potential
liquidation of the Issuer, or propose or engage in one or more other
actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D.

 

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Page 6 of 10 – SEC Filing


CUSIP No.        021060207 SCHEDULE 13D Page 6 of 10 Pages

 

The Reporting Persons intend to review their investment
in the Issuer on a continuing basis. Depending on various factors,
including, without limitation, the outcome of any discussions referenced
above, the Issuer’s financial position and strategic direction, actions
taken by management or the Board of Directors, price levels of the Common
Shares, other investment opportunities available to the Reporting Persons,
conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate,
including, without limitation, purchasing additional Common Shares or
selling some or all of their Common Shares, engaging in short selling of
or any hedging or similar transactions with respect to the Common Shares
and/or otherwise changing their intention with respect to any and all
matters referred to in Item 4 of Schedule 13D. The Reporting Persons may,
at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with
respect to their investment in the Common Shares.

The Reporting Persons have not entered into any agreement
with any third party to act together for the purpose of acquiring,
holding, voting or disposing of the Common Shares reported herein.

Item 5. INTEREST IN SECURITIES OF THE
ISSUER

 

(a)

See rows (11) and (13) of the cover pages to this
Schedule 13D for the aggregate number of Common Shares and percentages of
the Common Shares beneficially owned by each of the Reporting Persons. The
percentages used herein are calculated based upon 107,593,339 shares of
common stock outstanding as of 4/30/2017, as disclosed in the company’s
Certified Shareholder Report Form N-CSRS filed 7/7/2017.

(b)

See rows (7) through (10) of the cover pages to this
Schedule 13D for the number of Common Shares as to which each Reporting
Person has the sole or shared power to vote or direct the vote and sole or
shared power to dispose or to direct the disposition.

(c)

The transactions in the Common Shares effected within the
past sixty days by Saba Capital, which were all in the open market, are
set forth in Schedule A, and are incorporated herein by
reference.

(d)

No person other than the Reporting Persons and the Saba
Entities is known to have the right to receive, or the power to direct the
receipt of dividends from, or proceeds from the sale of, such Common
Shares.

 

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Page 7 of 10 – SEC Filing


CUSIP No.        021060207 SCHEDULE 13D Page 7 of 10 Pages

 

(e)

Not applicable.

 

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than the Joint Filing
Agreement attached as Exhibit 1 hereto, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 hereof and between such persons and any person
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any other securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS
EXHIBITS

 

Exhibit 1: Joint Filing Agreement Statement
as required by Rule 13d-1(k)(1) under the Act.

 

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Page 8 of 10 – SEC Filing


CUSIP No.        021060207 SCHEDULE 13D Page 8 of 10 Pages

SIGNATURES

     After reasonable inquiry and to the best of his or
its knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.

Date: October 13, 2017

SABA CAPITAL MANAGEMENT, L.P.
/s/
Michael D’Angelo
Name: Michael D’Angelo
Title: Chief Compliance Officer
BOAZ R. WEINSTEIN
/s/
Michael D’Angelo
Name: Michael D’Angelo
Title: Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16,
2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G
filed by the Reporting Persons on December 28, 2015, accession number:
0001062993-15-006823

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Page 9 of 10 – SEC Filing


CUSIP No.        021060207 SCHEDULE 13D Page 9 of 10 Pages

Schedule A

This Schedule sets forth information with respect to each purchase and sale of
Common Shares which were effectuated by Saba Capital during the past sixty days.
All transactions were effectuated in the open market through a broker.

 Common
Shares
Trade Date Purchased (Sold) Price
10/6/17 6,072 9.06
10/5/17 62,878 9.10
10/4/17 12,781 9.08
10/3/17 22,231 9.10
10/2/17 1,900 9.03
9/28/17 50,000 8.97
9/27/17 98,502 8.91
9/22/17 52,735 8.90
9/21/17 30,961 8.88
9/20/17 11,649 8.96
9/15/17 19,026 8.81
9/13/17 900 8.81
9/11/17 13,000 8.85
9/6/17 13,000 8.75
8/18/17 20,000 8.65
8/15/17 30,448 8.65
8/11/17 14,492 8.48

 

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Page 10 of 10 – SEC Filing


CUSIP No.     021060207 SCHEDULE 13D Page 10 of 10 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

     The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on Schedule 13D
shall be filed on behalf of each of the undersigned without the necessity of
filing additional joint filing agreements. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.

DATE: October 13, 2017

SABA CAPITAL MANAGEMENT, L.P.
/s/
Michael D’Angelo
Name: Michael D’Angelo
Title: Chief Compliance Officer
BOAZ R. WEINSTEIN
/s/
Michael D’Angelo
Name: Michael D’Angelo
Title: Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16,
2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G
filed by the Reporting Persons on December 28, 2015, accession number:
0001062993-15-006823


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