Sec Form 4 Filing - Hall Keith D @ Pacific Oak Strategic Opportunity REIT II, Inc. - 2020-10-05

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 Hall Keith D 2. Issuer Name and Ticker or Trading Symbol Pacific Oak Strategic Opportunity REIT II, 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) Chief Executive Officer (Last) (First) (Middle) 11150 SANTA MONICA BLVD., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2020 (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 Class A Common Stock 10/05/2020 D 299,443.662 D 0 I By Willowbrook Capital Group LLC ( 2 ) Class A Common Stock 10/05/2020 D 24,864.019 D 0 I By KBS Capital Advisors LLC ( 3 )

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 Hall Keith D 11150 SANTA MONICA BLVD., SUITE 400 LOS ANGELES, CA90025 X Chief Executive Officer Signatures /s/ Keith D. Hall 10/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the disposition of shares of the Issuer's common stock in connection with the merger (the "Merger") of the Issuer with and into Pacific Oak SOR II, LLC, an indirect subsidiary of Pacific Oak Strategic Opportunity REIT, Inc. ("SOR"). In the Merger, each share of the Issuer's common stock, par value $0.01 per share, ("SOR II Common Stock"), was converted into the right to receive 0.9643 shares of Common Stock of SOR ("SOR Common Stock"), par value $0.01 per share. There is no established market for shares of SOR Common Stock or shares of SOR II Common Stock. On December 17, 2019, the board of directors of SOR approved an estimated value per share of SOR Common Stock of $10.63. On December 17, 2019, the board of directors of the Issuer approved an estimated value per share of SOR II Common Stock of $10.25. For more information, please see each company's respective Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on December 19, 2019 ( 2 )The Reporting Person shares ownership and control of the limited liability company that owns the reported securities. ( 3 )The Reporting Person shares ownership and control of the limited liability company that owns 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).

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