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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

ALPINE TOTAL DYNAMIC DIVIDEND FUND
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

00326L100
(CUSIP Number)

Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 17, 2018
(Date of Event Which Requires Filing of This Statement)

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).

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¹ The percentages used herein are calculated based upon 107,593,339 shares of common stock outstanding as of 10/31/2017, as disclosed in the company's Certified Shareholder Report Form N-CSR filed 1/5/2018.

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¹ The percentages used herein are calculated based upon 107,593,339 shares of common stock outstanding as of 10/31/2017, as disclosed in the company's Certified Shareholder Report Form N-CSR filed 1/5/2018.

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Item 1.	SECURITY AND ISSUER
	This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on October 13, 2017, as amended by Amendment No. 1 filed on 11/27/17, and Amendment No. 2 filed 1/18/18. 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. 3 amends Items 3, and 5 as set forth below.
Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors in the Saba Entities and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of $68,679,848 was paid to acquire the Common Shares reported herein
Item 5.	INTEREST IN SECURITIES OF THE ISSUER

(a)	See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 107,593,339 shares of common stock outstanding as of 10/31/2017, as disclosed in the company's Certified Shareholder Report Form N-CSR filed 1/5/2018.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The transactions in the Shares effected since the filing of the Schedule 13D/A Amendment 2 by Saba Capital on behalf of the Saba Entities, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.
(d)	No person other than the Reporting Persons and the Saba Entities is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Shares.
(e)	Not applicable.

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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: May 21, 2018

	SABA CAPITAL MANAGEMENT, L.P.
	/s/ Michael D'Angelo
	Name: Michael D'Angelo
	Title: Chief Compliance Officer
	BOAZ R. WEINSTEIN
	/s/ Michael D'Angelo
	Name: Michael D'Angelo
	Title: Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

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Schedule A

            This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the Schedule 13D/A filing on 1/18/2018. All transactions were effectuated in the open market through a broker.

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