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)

Common Shares of Beneficial Interest

(Title of Class of Securities)

98400T106

(CUSIP Number(s))

September 30, 2024

(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 Nos.

98400T106

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
		765,361 shares
	6	SHARED VOTING POWER

	7	SOLE DISPOSITIVE POWER
		765,361 shares
	8	SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	765,361 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.24%
12	TYPE OF REPORTING PERSON
	IA

CUSIP Nos.

98400T106

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:

EPCM: organized in the State of Delaware

Item 2(d).

Title of Class of Securities:

Common Shares of Beneficial Interest (“Common Shares”)

Item 2(e).

CUSIP Number(s):

98400T106

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:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

See response to Item 9 on the cover page.

(b)

Percent of Class:

See response to Item 11 on the cover page.

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

(ii)

Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

CUSIP Nos.

98400T106

EPCM acts as investment manager to certain accounts (collectively, the “Accounts”), which purchased the Common Shares described in this report. Pursuant to an investment management agreement between EPCM and each Account, EPCM has discretionary investment authority and voting power with respect to the Common Shares directly held by the Accounts. As such, EPCM could be deemed to beneficially own the Common Shares directly held by the Accounts.

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.

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.

CUSIP Nos.

98400T106

Dated: November 14, 2024

	EAGLE POINT CREDIT MANAGEMENT LLC

	By:	/s/ Kenneth P. Onorio
	Name:	Kenneth Onorio
	Title:	Chief Financial Officer

XAI Octagon Floating Rate & Alternative Income Trust SC 13G/A