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

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

This Schedule 13D is filed
by:

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

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

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.

Not applicable.

Item 6.

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