0000899243-21-035082.txt : 20210903 0000899243-21-035082.hdr.sgml : 20210903 20210903145243 ACCESSION NUMBER: 0000899243-21-035082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210901 FILED AS OF DATE: 20210903 DATE AS OF CHANGE: 20210903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCMILLAN PETER CENTRAL INDEX KEY: 0001182336 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54382 FILM NUMBER: 211236172 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Oak Strategic Opportunity REIT, Inc. CENTRAL INDEX KEY: 0001452936 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 263842535 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11766 WILSHIRE BLVD. STREET 2: SUITE 1670 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 949-417-6500 MAIL ADDRESS: STREET 1: 11766 WILSHIRE BLVD. STREET 2: SUITE 1670 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: KBS Strategic Opportunity REIT, Inc. DATE OF NAME CHANGE: 20081230 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-01 0 0001452936 Pacific Oak Strategic Opportunity REIT, Inc. N/A 0001182336 MCMILLAN PETER 11766 WILSHIRE BLVD., SUITE 1670 LOS ANGELES CA 90025 1 1 0 0 See Remarks Common Stock 2021-09-01 4 D 0 584267 9.68 D 3694864.81 I See Footnote Common Stock 2021-09-01 4 S 0 628791.39 D 3066073.42 I See Footnote On March 27, 2020, KBS Capital Advisors, LLC ("KBS") was awarded 3,411,737 restricted shares of the Issuer's common stock. At that time, and until September 1, 2021 (the "Transaction Date"), KBS was 100% owned by KBS Holdings, LLC ("KBS Holdings"), 33.33% of which was owned by GKP Holding LLC ("GKP"), which was 50% owned by the Reporting Person. Therefore, the Reporting Person had owned an approximately 16.66% indirect ownership interest in KBS. The Reporting Person previously reported beneficial ownership of all the restricted shares held by KBS. All shares reported as beneficially owned by the Reporting Person are held indirectly. The Reporting Person disclaims beneficial ownership of all reported securities except to the extent of his pecuniary interest therein. (Continued from footnote 1) On the Transaction Date, KBS sold 584,267 shares of the Issuer's common stock back to the Issuer in a transaction exempt under Rule 16b-3(e) for aggregate consideration of $5,655,705, or approximately $9.68 per share. This reduced the number of shares reported as beneficially owned by the Reporting Person by 584,267 shares. Also on the Transaction Date, pursuant to a share transfer agreement with KBS Holdings, GKP transferred its 33.33% ownership interest in KBS Holdings to the other owners of KBS Holdings in exchange for 2,254,289 shares of the Issuer's common stock (the "GKP Restricted Shares") as partial consideration for and to effectuate the conclusion of the sale of GKP's 33.33% ownership interest in KBS Holdings. After the transfer of GKP's 33.33% ownership interest in KBS Holdings, GKP ceased to be a manager of KBS and KBS Holdings and ceased to have an ownership interest in KBS Holdings. As a result of the share transfer agreement, the Reporting Person's indirect beneficial ownership of the Issuer's common stock decreased by 628,791.39 shares because the Reporting Person no longer reports beneficial ownership of all shares held by KBS. (Continued from footnote 3) However, overall the Reporting Person's pecuniary interest in shares of the Issuer's common stock increased, because the Reporting Person owns a 50% economic interest in GKP and only owned a 16.66% interest in KBS. As the 2,254,289 shares are now held directly by GKP, in which the Reporting Person has a 50% interest, the Reporting Person's ownership of these shares is still indirect. The Reporting Person disclaims beneficial ownership of all reported securities except to the extent of his pecuniary interest therein. Chairman of the Board and President /s/ Michael A. Bender, Attorney-in-Fact 2021-09-03