EP DIF Cayman I Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Eagle Point Credit Management LLC

(Last) (First) (Middle)

600 STEAMBOAT RD, SUITE 202

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2021

3. Issuer Name and Ticker or Trading Symbol
XAI Octagon Floating Rate & Alternative Income Term Trust [ XFLT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
6.50% Series 2026 Term Preferred Shares	348,303(1)	I(2)(3)	See footnotes

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Eagle Point Credit Management LLC

(Last) (First) (Middle)

600 STEAMBOAT RD, SUITE 202

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EP DIF Cayman I LP

(Last) (First) (Middle)

600 STEAMBOAT ROAD, SUITE 202

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eagle Point Core Income Fund LP

(Last) (First) (Middle)

600 STEAMBOAT ROAD, SUITE 202

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eagle Point CIF GP I LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD, SUITE 202

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eagle Point DIF GP I LLC

(Last) (First) (Middle)

600 STEAMBOAT ROAD, SUITE 202

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Eagle Point Defensive Income Fund US LP ("DIF US") directly holds 165,317 shares; EP DIF Cayman I LP ("DIF Cayman") directly holds 62,986 shares; and Eagle Point Core Income Fund LP directly holds 120,000 shares.

2. The 6.50% Series 2026 Term Preferred Shares Liquidation Preference $25.00 described herein are directly held by DIF US, DIF Cayman and Core LP (collectively, the "Funds"), each of which is a private investment fund that is managed by Eagle Point Credit Management ("EPCM") pursuant to an investment advisory agreement between such Fund and EPCM. Eagle Point DIF GP I LLC ("DIF GP") serves as general partner to DIF US and DIF Cayman and Eagle Point CIF GP I LLC ("Core GP") serves as general partner to Core LP (DIF GP and Core GP are collectively referred to as the "General Partners").

3. Each Fund could be deemed to have a direct pecuniary interest in the securities that it holds. EPCM and each of the General Partners could be deemed to have an indirect pecuniary interest in the securities held by the relevant Funds.

Remarks:

File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

	/s/ Thomas P. Majewski, Chief Executive Officer of each of Eagle Point Credit Management LLC, Eagle Point DIF GP I LLC, Eagle Point CIF GP I LLC, Eagle Point Defensive Income Fund US LP, EP DIF Cayman I LP, and Eagle Point Core Income Fund LP	09/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.