8-K
XAI Octagon Floating Rate & Alternative Income Trust (XFLT)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported) January 6, 2023 (January 3, 2023)
XAI Octagon Floating Rate & Alternative Income Term Trust
(Exactname of registrant as specified in its charter)
| Delaware | 811-23247 | 82-235867 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 321 North Clark Street, Suite 2430, Chicago, Illinois | 60654 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrants
telephone number, including area code (312) 374-6930
(Formername or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Shares of Beneficial Interest | XFLT | New York Stock Exchange |
| 6.50%<br> Series 2026 Term Preferred Shares (Liquidation<br> Preference $25.00) | XFLTPRA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02. | Unregistered Sale of Equity Securities. |
|---|
On January 3, 2023, certain holders of 6.00% Series 2029 Convertible Preferred Shares (“Convertible Preferred Shares”) of XAI Octagon Floating Rate & Alternative Income Term Trust (NYSE: XFLT) (the “Trust”) elected to convert an aggregate of 200,000 Convertible Preferred Shares into common shares of beneficial interest of the Trust, par value of $0.01 per share (“Common Shares”). Accordingly, pursuant to the terms of the Convertible Preferred Shares, the Trust issued to such holders 793,880 Common Shares in the aggregate at a conversion price of $6.3643 per Common Share, effective as of January 4, 2023. Following the conversion, the Trust has issued and outstanding 36,484,367 Common Shares and 200,000 Convertible Preferred Shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XAI<br> OCTAGON FLOATING RATE & <br><br> ALTERNATIVE INCOME TERM TRUST | ||
|---|---|---|
| Date:<br> January 6, 2023 | By: | /s/<br> Benjamin D. McCulloch |
| Name: | Benjamin<br> D. McCulloch | |
| Title: | Secretary<br> and Chief Legal Officer |