If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1 of 6 Pages)

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* 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 disclosures provided in a prior cover page.

The information required on 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).

¹ The percentages used in this Schedule 13D are calculated based upon 107,593,339 Common Shares outstanding as of April 30, 2017 as disclosed in Issuer’s semi-annual report, filed under cover of N-CSRS on July 7, 2017.

¹ The percentages used in this Schedule 13D are calculated based upon 107,593,339 Common Shares outstanding as of April 30, 2017 as disclosed in Issuer’s semi-annual report, filed under cover of N-CSRS on July 7, 2017.

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This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2017 (the “Original Schedule 13D,” together with this Amendment No. 1, the “Schedule 13D”) with respect to the common stock, no par value per share (the “Common Shares”), of Alpine Total Dynamic Dividend Fund (the “Issuer”). This Amendment No. 1 amends Items 3, 4, 5(a)-(c) and 7 as set forth below.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 27, 2017

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the filing of the Original Schedule 13D on October 13, 2017. All transactions were effectuated in the open market through a broker.

EXHIBIT 1

Proposal

November 23, 2017

VIA EMAIL and FEDERAL EXPRESS

Mr. Andrew Pappert

Corporate Secretary

Alpine Total Dynamic Dividend Fund

2500 Westchester Avenue, Suite 215

Purchase, New York 10577

Re: Alpine Total Dynamic Dividend Fund (the “Trust”)

Dear Mr. Pappert:

Saba Capital Management, L.P. (“Saba”), as investment advisor to and on behalf of Saba II AIV, L.P. (the “Fund” and together with Saba, the “Saba Group”), the owner of 8,715,302 shares of Trust, hereby submits the following proposal on behalf of the Fund pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for presentation to the Trust’s shareholders at the Trust’s next annual shareholder’s meeting anticipated to be held in May 2018, or any postponement or adjournment or special meeting held in lieu thereof (the “Meeting”).

Saba’s proposal (the “Proposal”) pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) is as follows:

PROPOSAL

“RESOLVED, that the shareholders of Alpine Total Dynamic Dividend Fund (the “Trust”) request that the Board of Trustees of the Trust (the “Board”) take all necessary steps in its power to declassify the Board so that trustees are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.”

SUPPORTING STATEMENT

November 23, 2017

Alpine Total Dynamic Dividend Fund

Page 2

Corporate Governance

We believe the annual election of all trustees encourages board accountability to its shareholders and when trustees are held accountable for their actions, they perform better. This view is shared by most shareholders and institutional investors, who believe it to be the standard for corporate governance best practices. The vast majority of companies in the S&P 500 and Russell 1000 indexes elect all board members annually.

Currently, the Board is divided into three classes serving staggered three-year terms. It is our belief that the classification of the Board is strong proof that the Board is not acting in the best interests of shareholders. A classified board protects the incumbents, which in turn limits accountability to shareholders.

We are committed to improving the corporate governance of the Trust for the benefit of all shareholders. Declassification of the Board is a positive step which will allow more productive shareholder engagement and will help the Trust achieve its optimal valuation.

Performance

The Trust invested in the midst of one of the biggest bull markets in history; the NASDAQ 100, the Dow Jones Industrial Average and the S&P 500 have generated total returns of 297%, 149% and 129%, respectively, since the Trust’s IPO.

Unfortunately, during this ten year period, the Trust’s shareholders have received a total return of -13.3% (including all dividends, interest and distributions). This is a tragic loss of value that resulted from mismanagement by the Trust’s investment manager, Alpine Woods Capital Investors, LLC (“Alpine”).

All shareholders should be furious as each of the three Alpine closed-end funds has generated a negative return over their life. What is most concerning is that during this period of wealth destruction, Alpine has generated over $300 million in fees and expenses.

Saba Capital has submitted a shareholder proposal to declassify the Board of the Trust, and also nominated an independent nominee for the Board seat of Samuel A. Lieber in an attempt to allow the Board to operate freely and in the best interest of shareholders.

For a greater voice in the Trust’s corporate governance and to increase the accountability of the Board to shareholders, we urge you to vote FOR this proposal.

END OF PROPOSAL

As is required by Rule 14a-8 under the Exchange Act, attached is letter from National Financial Services verifying that the Fund continuously and beneficially owned shares having a market value of $2,000 or more for at

November 23, 2017

Alpine Total Dynamic Dividend Fund

Page 3

least one year prior to the date of the submission of the above Proposal. As of the date hereof, the Fund has continuously held the required number of shares for over a one-year period. The Fund intends to continue to hold the shares referenced through the date of the Meeting.

Saba represents that, as investment advisor to the Fund, Saba holds beneficial interest in all shares held by the Fund, including full economic interest in such shares along with the power to invest, vote, or direct the vote of such shares and has full power and authority to submit the Proposal on the Fund’s behalf.

Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that Saba may promptly provide it to you in order to cure any deficiency.

Thank you for your time and consideration.

Sincerely,

Michael D'Angelo

General Counsel

Cc: The Board of Trustees of the Trust

Eleazer Klein, Schulte Roth & Zabel LLP