Keith D. Hall - Sep 1, 2021 Form 4 Insider Report for Pacific Oak Strategic Opportunity REIT, Inc. (N/A)

Role
Chief Executive Officer, Director
Signature
/s/ Michael A. Bender, Attorney-in-Fact
Stock symbol
N/A
Transactions as of
Sep 1, 2021
Transactions value $
-$5,655,705
Form type
4
Date filed
9/3/2021, 02:53 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction N/A Common Stock Disposed to Issuer -$5.66M -584K -13.65% $9.68 3.69M Sep 1, 2021 See footnotes F1, F2
transaction N/A Common Stock Sale -629K -17.02% 3.07M Sep 1, 2021 See footnotes F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 August 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.
F2 (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.
F3 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.
F4 (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.