XFLT XAI Octagon Floating Rate & Alternative Income Trust

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Spence John Yogi	2. Issuer Name and Ticker or Trading Symbol XAI Octagon Floating Rate & Alternative Income Term Trust [ XFLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner _____ Officer (give title below)    __X__ Other (specify below) Adviser Personnel
(Last)          (First)          (Middle) 321 N. CLARK STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 7/21/2021
(Street) CHICAGO, IL 60054 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	7/21/2021		P		127	A	$8.4946	457597.492	D
Common Shares of Beneficial Interest	7/21/2021		P		600	A	$8.495	458197.492	D
Common Shares of Beneficial Interest	7/21/2021		P		1500	A	$8.5	459697.492	D
Common Shares of Beneficial Interest	7/21/2021		P		2873	A	$8.5	462570.492	D
Common Shares of Beneficial Interest	7/21/2021		P		4400	A	$8.5	466970.492	D
Common Shares of Beneficial Interest								474222.534 (1)	D
Common Shares of Beneficial Interest	7/21/2021		P		500	A	$8.5	500	I	By Spouse
Common Shares of Beneficial Interest								10205	I	XA Investments LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Includes 7,252.042 shares acquired under the XFLT dividend reinvestment plan

Remarks: Includes 7,252.042 shares acquired under the XFLT dividend reinvestment plan

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Spence John Yogi 321 N. CLARK STREET CHICAGO, IL 60054				Adviser Personnel

Signatures
John Yogi Spence		7/21/2021
**Signature of Reporting Person		Date