Sec Form 4 Filing - MCMILLAN PETER @ Pacific Oak Strategic Opportunity REIT, Inc. - 2020-03-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCMILLAN PETER 2. Issuer Name and Ticker or Trading Symbol Pacific Oak Strategic Opportunity REIT, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 11150 SANTA MONICA BLVD., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2020 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/27/2020 A( 1 ) 3,411,737 ( 1 ) A $ 0 ( 1 ) 3,442,483 ( 2 ) I By KBS Capital Advisors LLC ( 3 ) Common Stock 511,927 I By Willowbrook Capital Group LLC ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCMILLAN PETER 11150 SANTA MONICA BLVD., SUITE 400 LOS ANGELES, CA90025 X President Signatures /s/ Michael A. Bender, Attorney-in-Fact 03/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 27, 2020, the Issuer issued 3,411,737 restricted shares of its common stock (the "Restricted Shares") to its former external advisor, KBS Capital Advisors LLC ("KBS") pursuant to a Restricted Stock Agreement, dated as of March 27, 2020 (the "Agreement"). Under the Agreement, the Restricted Shares are nonvested and forfeitable until the earliest of: (i) November 1, 2021 or (ii) immediately before and contingent upon the occurrence of a Change in Control (as defined in the Agreement) of the Issuer. The Restricted Shares will be forfeited prior to vesting if KBS fails to honor certain non-compete, voting, and other requirements set forth in the Agreement. ( 2 )3,411,737 of the shares reported in this box are shares of Restricted Shares. ( 3 )The Reporting Person shares ownership and control of the limited liability company that acquired the reported securities. ( 4 )The Reporting Person shares ownership and control of the limited liability company that acquired the reported securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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