SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Pacific Oak Strategic Opportunity REIT, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

694701103

(CUSIP Number)

Charles J. Schreiber, Jr.

KBS Capital Advisors LLC

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(949) 417-6500

Peter McMillan III

Willowbrook Capital Group, LLC

11150 Santa Monica Boulevard, Suite 400

Los Angeles, California 90025

(424) 208-8100

with a copy to:

Robert H. Bergdolt, Esq.

Carrie Joan Hartley, Esq.

Christopher R. Stambaugh, Esq.

DLA Piper LLP (US)

4141 Parklake Avenue, Suite 300

Raleigh, North Carolina 27612-2350

(919) 786-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 27, 2020

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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).

CUSIP No. 694701103				Schedule 13D
	1	Name of Reporting Person KBS Capital Advisors LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)	☐
		(b)	☑
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 3,442,483
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,442,483
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,442,483
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
	13	Percent of Class Represented by Amount in Row (11) 4.97%
	14	Type of Reporting Person (See Instructions) IA, OO

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CUSIP No. 694701103				Schedule 13D
	1	Name of Reporting Person Willowbrook Capital Group, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)	☐
		(b)	☑
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 512,341
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 512,341
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 512,341
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
	13	Percent of Class Represented by Amount in Row (11) 0.74%
	14	Type of Reporting Person (See Instructions) OO

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CUSIP No. 694701103				Schedule 13D
	1	Name of Reporting Person Keith D. Hall
	2	Check the Appropriate Box if a Member of a Group
		(a)	☐
		(b)	☑
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 3,954,824
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,954,824
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,954,824
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
	13	Percent of Class Represented by Amount in Row (11) 5.71%
	14	Type of Reporting Person (See Instructions) IN

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CUSIP No. 694701103				Schedule 13D
	1	Name of Reporting Person Peter McMillan III
	2	Check the Appropriate Box if a Member of a Group
		(a)	☐
		(b)	☑
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 3,954,824
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,954,824
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,954,824
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
	13	Percent of Class Represented by Amount in Row (11) 5.71%
	14	Type of Reporting Person (See Instructions) IN

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CUSIP No. 694701103				Schedule 13D
	1	Name of Reporting Person Charles J. Schreiber, Jr.
	2	Check the Appropriate Box if a Member of a Group
		(a)	☐
		(b)	☑
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 3,442,483
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,442,483
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,442,483
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
	13	Percent of Class Represented by Amount in Row (11) 4.97%
	14	Type of Reporting Person (See Instructions) IN

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Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 11150 Santa Monica Boulevard, Suite 400, Los Angeles, California 90025.

Item 2. Identity and Background

(a) This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), by the persons and entities listed in items (i) through (v) below (collectively, the “Reporting Persons”):

(i) KBS Capital Advisors LLC, a Delaware limited liability company (“KBS”);

(ii) Willowbrook Capital Group, LLC, a Delaware limited liability company (“Willowbrook”)

(iii) Keith D. Hall, a United States citizen;

(iv) Peter McMillan III, a United States citizen; and

(v) Charles J. Schreiber, Jr., a United States citizen.

Because of the relationships described below, the Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the 1934 Act, and as such, each member of the group could be deemed to beneficially own, in the aggregate, all of the shares held by members of the group. The agreement among the Reporting Persons to file jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 1.

PBren Investments, L.P. (a Delaware limited partnership), Schreiber Real Estate Investments, L.P. (a Delaware limited partnership) and GKP Holding LLC (a Delaware limited liability company), each is a manager of KBS and of KBS Holdings LLC (a Delaware limited liability company), which wholly owns KBS. PBren Investments, L.P., Schreiber Real Estate Investments, L.P. and GKP Holding LLC each own 1/3 of KBS Holdings LLC. PBren Investments, LLC (a Delaware limited liability company) is the general partner of PBren Investments, L.P., and PBCS Management, LLC (a Delawarelimited liability company) is the manager of PBren Investments, LLC. Schreiber Investments, LLC (a California limited liability company) is the general partner of Schreiber Real Estate Investments, L.P., and PBCS Management, LLC is the manager of Schreiber Investments, LLC. Charles J. Schreiber, Jr. is the sole manager of PBCS Management, LLC. Keith D. Hall and Peter McMillan III are the managers of GKP Holding LLC and each own 50% of GKP Holding LLC.

Keith D. Hall and Peter McMillan III own and control Willowbrook.

(b) The business address of KBS and Mr. Schreiber is:

c/o KBS Capital Advisors LLC

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

The business address of Willowbrook and Messrs. Hall and McMillan is:

c/o Willowbrook Capital Group, LLC

11150 Santa Monica Boulevard, Suite 400

Los Angeles, California 90025

(c) KBS is a registered investment adviser with the Securities and Exchange Commission and is engaged in the business of acting as external advisor to real estate programs.  KBS is the former external advisor of the Issuer.  KBS Holdings, LLC, PBren Investments, L.P., PBren Investments, LLC, PBCS Management, LLC, Schreiber Real Estate Investments, L.P., Schreiber Investments, LLC, GKP Holding LLC and Willowbrook are holding companies through which Messrs. Hall, McMillan and/or Schreiber own and/or operate KBS or other real estate-related businesses.  

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The principal business address of KBS Holdings LLC, PBren Investments, L.P., PBren Investments, LLC, PBCS Management, LLC, Schreiber Real Estate Investments, L.P. and Schreiber Investments, LLC is:

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

The principal business address of GKP Holding LLC is:

11150 Santa Monica Boulevard, Suite 400

Los Angeles, California 90025

Keith D. Hall and Peter McMillan III are employees and principals of Pacific Oak Capital Advisors, LLC (the “Advisor”), the Issuer’s external advisor. In addition, Keith D. Hall is the Chief Executive Officer and Director of the Issuer and Peter McMillan III is the Chairman of the Board, President and Director of the Issuer.  They also serve as officers and/or directors of other real estate companies advised by the Advisor and/or one or more of its affiliates.

Mr. Schreiber is the Chief Executive Officer and principal of KBS and/or one or more of its affiliates.  He also serves as an officer and/or director of real estate companies advised by KBS and/or one or more of its affiliates.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

KBS

On December 24, 2008, in connection with the organization of the Issuer, KBS purchased 20,000 shares of Common Stock at $10.00 per share for an aggregate purchase price of $200,000.  The purchase of such securities was funded from general funds available to KBS and the applicable subsidiaries and affiliates thereof.  In addition, KBS acquired a total of 10,746 shares of Common Stock directly from the Issuer as stock dividends.

On March 27, 2020, 3,411,737 restricted shares of Common Stock (the “Restricted Shares”) were issued to KBS, the Issuer’s former external advisor, pursuant to a Restricted Stock Agreement, dated as of March 27, 2020 (the “Restricted Stock Agreement”).  The Restricted Shares were issued as part of a negotiated payment of a subordinated performance fee due upon termination of KBS, rather than for cash consideration.  

Willowbrook

On December 29, 2011, Willowbrook purchased 220,994 shares of Common Stock at $9.05 per share for an aggregate purchase price of approximately $2,000,000.  On October 23, 2012, Willowbrook purchased 55,249 shares of Common Stock at $9.05 per share for an aggregate purchase price of approximately $500,000.  The purchase of such securities was funded from general funds available to Willowbrook and the applicable subsidiaries and affiliates thereof.  In addition, Willowbrook acquired a total of 57,974 shares of Common Stock directly from the Issuer through the dividend reinvestment plan and 178,124 shares of Common Stock directly from the Issuer as stock dividends.

Item 4. Purpose of Transaction

The Issuer’s securities reported herein were acquired by the Reporting Persons as described in Items 3 and 5 of this Schedule 13D. The Reporting Persons hold the securities reported herein for investment purposes, subject to the following.

Pursuant to an amended and restated advisory agreement, dated February 19, 2020 (the “Advisory Agreement”), between the Issuer and the Advisor, subject to the express limitations set forth in the Advisory Agreement and the continuing and exclusive authority of the Issuer’s Board of Directors (the “Board”) over the management of the Issuer, the power to direct the management,

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operation and policies of the Issuer, including making, financing and disposing of investments, is vested in the Advisor, which has the power by itself and is authorized and empowered on behalf and in the name of the Issuer to carry out any and all of the objectives and purposes of the Issuer and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under the Advisory Agreement.  Pacific Oak Holding Group, LLC, a Delaware limited liability company, is the sole member of the Advisor.  Keith D. Hall and Peter McMillan III are the members of Pacific Oak Holding Group, LLC and each own 50% of Pacific Oak Holding Group, LLC.  In addition, Keith D. Hall is the Chief Executive Officer and Director of the Issuer and Peter McMillan III is the Chairman of the Board, President and Director of the Issuer.  In such capacities, these individuals will continue to have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

On March 27, 2020, the Issuer issued the Restricted Shares to KBS, its former external advisor, pursuant to the Restricted Stock Agreement.  Under the Restricted Stock 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 Restricted Stock Agreement) of the Issuer.Subject to certain notice requirements, all of the Restricted Shares will be forfeited if KBS (i) attends or returns a proxy to be present at a meeting of the Issuer’s stockholders, but fails to either: (a) abstain on any matters that the Board determines that KBS cannot vote on pursuant to the Issuer’s charter or otherwise should abstain or (b) with respect to all other matters, vote all Restricted Shares in accordance with the recommendations of the Board, (ii) fails to attend or return a proxy to be present at a meeting of the Issuer’s stockholders if such meeting has been adjourned at least once in order to obtain additional stockholder attendance or votes, or (iii) makes any stockholder nominations of directors to the Board, unless the Conflicts Committee of the Board has provided its prior written consent to such nomination(s).  In addition, the Restricted Shares will be forfeited prior to vesting if KBS fails to honor certain non-compete and other requirements set forth in the Restricted Stock Agreement.

Non-vested Restricted Shares are not eligible for redemption by the Issuer under any circumstances unless approved by the Board.  Within 60 days from vesting of the Restricted Shares, the Issuer will redeem 50% of the vested Restricted Shares, with the amount of the cash payment per share determined based on the then most recent Board-approved net asset value per share (which must not be more than six months old).  Any vested Restricted Shares that are not required to be redeemed in accordance with the preceding sentence are referred to herein as the “Retained Vested Shares.”  Retained Vested Shares are not eligible for redemption under the Issuer’s share redemption program unless the Issuer has satisfied all outstanding redemption requests from other stockholders, provided that (i) this restriction may be waived in certain situations, such as upon a change of control of the Issuer, as determined by the Conflicts Committee of the Board and (ii) notwithstanding the foregoing, within 60 days after November 1, 2024, the Issuer will be required to redeem any remaining outstanding Retained Vested Shares, separate and outside of any general stockholder share redemption program, at the then most recent Board-approved net asset value per share (which must not be more than six months old), provided that such outstanding shares are owned or controlled by Charles J. Schreiber, Jr. or the estate of Peter M. Bren, and provided further that pursuant to this clause (ii) the Issuer shall only be required to redeem that number of Retained Vested Shares which, when added to any previously redeemed Retained Vested Shares owned or controlled by Charles J. Schreiber, Jr. or the estate of Peter M. Bren, does not exceed two-thirds of the total number of Retained Vested Shares.

Subject to the terms and conditions of the Restricted Stock Agreement, the Reporting Persons may seek to sell or otherwise dispose of some or all of the Issuer’s securities (which may include, but is not limited to, selling some or all of such securities to the Issuer in its share redemption program, transferring some or all of such securities to its affiliates or distributing some or all of such securities to such Reporting Person’s respective partners, members or beneficiaries, as applicable) from time to time, and/or may seek to acquire additional securities of the Issuer (which may include rights or securities exercisable, exchangeable or convertible into securities of the Issuer), from time to time, in each case, in open market or private transactions, through the Issuer’s dividend reinvestment plan, as stock dividends, as payment of management fees or otherwise. Any such transactions may be made by the Reporting Persons at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, satisfaction of the vesting terms and other conditions set forth in the Restricted Stock Agreement, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s cash flow and prospects, other investment and business opportunities available to the Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the Reporting Persons.

Except as set forth in this Statement, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  Although the foregoing reflects activities presently contemplated by the Reporting Persons and any other person named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.

Item 5. Interest in Securities of the Issuer

(a)-(b) The Reporting Persons beneficially own an aggregate of 3,954,824 shares of Common Stock, which represent, in the aggregate, approximately, 5.71% of the outstanding shares of Common Stock.  The percentage of beneficial ownership

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reported in this Schedule 13D is based on an aggregate of 69,259,020 shares of Common Stock outstanding as of March 27, 2020.

KBS has the shared power to vote or to direct the vote, and the shared power to dispose or to direct the disposition, of 3,442,483 shares of Common Stock, which represent approximately 4.97% of the outstanding shares of Common Stock.  Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. (as the indirect managers of KBS) have the shared power to vote or to direct the vote, and the shared power to dispose or to direct the disposition, of the securities beneficially owned directly by KBS, and may be deemed to be the beneficial owners of such securities, and each disclaims beneficial ownership of the securities, except to the extent of their pecuniary interest therein.

Willowbrook has the shared power to vote or to direct the vote, and the shared power to dispose or to direct the disposition, of 512,341 shares of Common Stock, which represent approximately 0.74% of the outstanding shares of Common Stock.  Keith D. Hall and Peter McMillan III (as the owners of Willowbrook) have the shared power to vote or to direct the vote, and the shared power to dispose or to direct the disposition, of the securities beneficially owned directly by Willowbrook, and may be deemed to be the beneficial owners of such securities, and each disclaims beneficial ownership of the securities, except to the extent of their pecuniary interest therein.

(c) On March 27, 2020, 3,411,737 Restricted Shares were issued to KBS pursuant to the Restricted Stock Agreement.  The Restricted Shares were issued as part of a negotiated payment of a subordinated performance fee due upon termination of KBS, rather than for cash consideration.  

Except as set forth above, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock acquired.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Restricted Stock Agreement

On March 27, 2020, the Issuer issued the 3,411,737 Restricted Shares to KBS pursuant to the Restricted Stock Agreement.  Under the Restricted Stock 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 Restricted Stock Agreement) of the Issuer.  Subject to certain notice requirements, all of the Restricted Shares will be forfeited if KBS (i) attends or returns a proxy to be present at a meeting of the Issuer’s stockholders, but fails to either: (a) abstain on any matters that the Board determines that KBS cannot vote on pursuant to the Issuer’s charter or otherwise should abstain or (b) with respect to all other matters, vote all Restricted Shares in accordance with the recommendations of the Board, (ii) fails to attend or return a proxy to be present at a meeting of the Issuer’s stockholders if such meeting has been adjourned at least once in order to obtain additional stockholder attendance or votes, or (iii) makes any stockholder nominations of directors to the Board, unless the Conflicts Committee of the Board has provided its prior written consent to such nomination(s).  In addition, the Restricted Shares will be forfeited prior to vesting if KBS fails to honor certain non-compete and other requirements set forth in the Restricted Stock Agreement.  

Item 7. Material to Be Filed as Exhibits

Exhibit 1	Joint Filing Agreement, dated as of April 6, 2020, by and among the Reporting Persons.
Exhibit 2	Restricted Stock Agreement, dated as of March 27, 2020.

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SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: April 6, 2020	KBS CAPITAL ADVISORS LLC
	By:	PBren Investments, L.P., a Manager
		By:	PBren Investments, LLC, as general partner
			By:	PBCS Management, LLC, a Manager
				By:	/s/ Charles J. Schreiber, Jr.
					Charles J. Schreiber, Jr., Manager
	By:	Schreiber Real Estate Investments, L.P., a Manager
		By:	Schreiber Investments, LLC, as general partner
			By:	PBCS Management, LLC, a Manager
				By:	/s/ Charles J. Schreiber, Jr.
					Charles J. Schreiber, Jr., Manager
	By:	GKP Holding LLC, a Manager
		By:	/s/ Keith D. Hall
			Keith D. Hall, Manager
		By:	/s/ Peter McMillan III
			Peter McMillan III, Manager
	WILLOWBROOK CAPITAL GROUP, LLC
	By:	/s/ Keith D. Hall
		Keith D. Hall, Authorized Person
	By:	/s/ Peter McMillan III
		Peter McMillan III, Authorized Person
	KEITH D. HALL
	/s/ Keith D. Hall
	PETER MCMILLAN III
	/s/ Peter McMillan III
	CHARLES J. SCHREIBER, JR.
	/s/ Charles J. Schreiber, Jr.

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EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

  Dated: April 6, 2020   KBS CAPITAL ADVISORS LLC   By: PBren Investments, L.P., a Manager   By: PBren Investments, LLC, as general partner   By:PBCS Management, LLC, a Manager   By:/s/ Charles J. Schreiber, Jr. Charles J. Schreiber, Jr., Manager   By:Schreiber Real Estate Investments, L.P., a Manager   By:Schreiber Investments, LLC, as general partner   By:PBCS Management, LLC, a Manager   By:/s/ Charles J. Schreiber, Jr. Charles J. Schreiber, Jr., Manager   By:GKP Holding LLC, a Manager   By:/s/ Keith D. Hall Keith D. Hall, Manager   By:/s/ Peter McMillan III Peter McMillan III, Manager     WILLOWBROOK CAPITAL GROUP, LLC   By: /s/ Keith D. Hall Keith D. Hall, Authorized Person   By:/s/ Peter McMillan III Peter McMillan III, Authorized Person     KEITH D. HALL   /s/ Keith D. Hall   PETER MCMILLAN III   /s/ Peter McMillan III   CHARLES J. SCHREIBER, JR.   /s/ Charles J. Schreiber, Jr.

EX-2

Exhibit 2

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

RESTRICTED STOCK AGREEMENT

FOR

KBS CAPITAL ADVISORS LLC

1.Award of Restricted Stock.  Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”) hereby grants, as of March 27, 2020 (the “Date of Grant”), to KBS Capital Advisors LLC (the “Recipient”), 3,411,737 restricted shares (“Shares”) of the Company’s common stock (“Common Stock”), $0.01 par value per share (collectively the "Restricted Stock").  The Shares of Restricted Stock shall be subject to the terms, provisions and restrictions set forth in this Restricted Stock Agreement (the “Agreement”).  As a condition to entering into this Agreement, and as a condition to the issuance of the Restricted Stock, the Recipient agrees to be bound by all of the terms and conditions herein.    

2.Vesting of Restricted Stock.  

(a)General Vesting.  All of the Shares of Restricted Stock are nonvested and forfeitable as of the Date of Grant.  Subject to the terms of this Agreement, all of the Shares of Restricted Stock shall vest on the earliest of the following:  (i) November 1, 2021; or (ii) immediately before and contingent upon the occurrence of a Change in Control (as defined below).  

(b)Acceleration of Vesting at Company Discretion.  Notwithstanding any other term or provision of this Agreement, the Board shall be authorized, in its sole discretion, to accelerate the vesting of any Shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Company’s board of directors (the “Board”) shall deem advisable.

(c)Certain Definitions.  For purposes of this Agreement, the following terms shall have the meanings indicated:

(i)“Non-Vested Shares” means any portion of the Shares of Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2.

(ii)“Vested Shares” means any portion of the Shares of Restricted Stock subject to this Agreement that is and has become vested pursuant to this Section 2.

(iii)“Change in Control” means any of the following transactions:

1.any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities (a “Controlling Interest”), excluding (A) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, or (B) any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph 3 below;

2.there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities or (C) a merger of the Company or any direct or indirect subsidiary of the Company with any Affiliated entity; or

3.the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

4.Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred (I) solely as the result of a public offering or (II) by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(iv)“Affiliate” or “Affiliated” means, as to any individual, corporation, partnership, trust, limited liability company or other legal entity (i) any person or entity directly or indirectly through one or more intermediaries controlling, controlled by or under common control with another person or entity; (ii) any person or entity directly or indirectly owning, controlling, or holding with power to vote ten percent (10%) or more of the outstanding voting securities of another person or entity; (iii) any officer, director, general partner or trustee of such person or entity; (iv) any person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other person; and (v) if such other person or entity is an officer, director, general partner or trustee of a person or entity, the person or entity for which such person or entity acts in any such capacity.

(v)“Board” means the Board of Directors of the Company.

(vi)“Beneficial Owner” has the meaning given in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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(vii)“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

3.Delivery of Restricted Stock.  

(a)Issuance of Stock Certificates and Legends.  One or more stock certificates evidencing the Shares of Restricted Stock shall be issued in the name of the Recipient but shall be held and retained by the records administrator of the Company until the date (the “Applicable Date”) on which the Shares (or a portion thereof) of Restricted Stock become Vested Shares.  All such stock certificates shall bear the following legend, along with such other legends that the Administrator shall deem necessary and appropriate:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING, TRANSFER AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES.

(b)Stock Powers.  The Recipient shall deposit with the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing Shares of Restricted Stock (or if Shares are issued without certificates, corresponding to all of the Shares of Restricted Stock registered in the name of the Recipient) until such Shares become Vested Shares.  If the Recipient shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, the Recipient hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Shares of Restricted Stock (or assignment of distributions thereon) on the books and records of the Company.

(c)Delivery of Stock Certificates.  On or after each Applicable Date, upon written request to the Company by the Recipient, the Company shall promptly cause a new certificate or certificates to be issued for and with respect to all Shares that become Vested Shares on that Applicable Date, which certificate(s) shall be delivered to the Recipient as soon as administratively practicable after the date of receipt by the Company of the Recipient's written request.  The new certificate or certificates shall continue to bear those legends and endorsements that the Company shall deem necessary or appropriate (including those relating to restrictions on transferability and/or obligations and restrictions under any applicable securities laws).  If the Shares are issued

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without certificates, then on or after each Applicable Date, upon written request to the Company by the Recipient, the Company shall promptly take such action as shall be necessary or appropriate to reflect on the Company’s books and records (and on the books and records of the transfer agent for the Company’s Shares), that those Shares that vest on that Applicable Date are Vested Shares.

(d)Issuance Without Certificates.  If the Company is authorized to issue Shares without certificates, then the Company may, in the discretion of the Company’s management, issue Shares pursuant to this Agreement without certificates.

4.Forfeiture of Shares.  Notwithstanding any other provision of this Agreement to the contrary, the Recipient’s Non-Vested Shares and/or Vested Shares, as specified below, will be immediately forfeited under the following circumstances:

(a)Failure to Honor Non-Compete.  All of Recipient’s Non-Vested Shares shall be forfeited immediately if Recipient or any of its Affiliates fail to honor and observe the following non-compete agreement (the “Non-Compete Agreement”).  The Recipient agrees to the following non-compete arrangement with respect to the Company in connection with the receipt of this restricted stock award and the transfer of the management of the Company to a new external advisor.  The non-compete provisions represent investment areas that the Company is pursuing, and the Recipient agrees to not compete with them in these areas through the vesting period of the Restricted Stock award.  The recipient agrees to the following:

1. It will not form, raise funds for, or manage an Opportunity Zone Fund which consists of various real estate properties existing in areas designated as “opportunity zones”.

2. It will not form, raise funds for, or manage investments in a real estate fund that focuses on single family homes

3. It will not obtain financing and compete in the public Israeli bond market

(b)Failure to Vote.  All of Recipient’s Vested Shares and/or Non-Vested Shares shall be forfeited immediately in any of the following circumstances:

• If Recipient attends or returns a proxy to be present at a meeting of Company stockholders, but fails to either: (1) abstain on any matters that the Board determines that Recipient cannot vote on pursuant to the Company’s charter or otherwise should abstain and provides Recipient with 5 business days’ prior written notice of such determination or (2) with respect to all other matters, vote all Shares of Restricted Stock in accordance with the recommendations of the Board.  

• If Recipient fails to attend or return a proxy to be present at a meeting of Company stockholders if such meeting has been adjourned at least once in order to obtain additional stockholder attendance or votes and Recipient has been given 5 business days’ prior written notice of such fact.  

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(c)Nomination of Directors.  All of Recipient’s Vested Shares or Non-Vested Shares shall be forfeited immediately if Recipient makes any stockholder nominations of directors to the Board, unless the Conflicts Committee of the Board has provided its prior written consent to such nomination(s).

(d)Compliance with Law.  If necessary to satisfy any law, regulation, rule or administrative decision with respect to the Company’s ongoing operations, including any ongoing offering of Common Stock, the Company shall have authority to cause the forfeiture of any Non-Vested Shares and replace any such forfeited Non-Vested Shares with a form of compensation that is, as close as reasonably practicable as determined in the Board’s discretion, economically equivalent as of the date of such replacement or modification.  

5.Enforcement.

(a)The Recipient acknowledges and agrees that its obligations set forth in Section 4(a) are independent covenants and agreements and can be enforced by the Company separate and apart from this Agreement, and are a condition precedent to this Agreement.  Therefore, in addition to any other provision or remedy set forth in this Agreement, the Company shall be entitled to all remedies at law and equity resulting from breach of the obligations of set forth in Section 4(a) and such remedies shall be cumulative with all provisions of this Agreement.  

(b)The Recipient acknowledges and agrees that the injury that would be suffered by the Company or its Affiliates as a result of violation of Section 4(a) would be irreparable and that an award of monetary damages to the Company or its Affiliates for such a breach would be an inadequate remedy.  Consequently, the forfeiture of Non-Vested Shares is fair and reasonable under the circumstances.

(c)If any provision of Section 4(a) is held to be unreasonable, arbitrary, or against public policy, such covenant and corresponding forfeiture will be considered to be divisible, including with respect to scope, time, geographic area and number of Non-Vested Shares to be forfeited, and such lesser scope, time, geographic area or number of Non-Vested Shares, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Recipient to the maximum extent permitted by applicable law.

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6.Rights with Respect to Restricted Stock.

(a)General.  Except as otherwise provided in this Agreement, the Recipient shall have, with respect to all of the Shares of Restricted Stock, whether Vested Shares or Non-Vested Shares, all of the rights of a holder of Shares of common stock of the Company, including without limitation (i) the right to vote such Shares of Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Shares of Restricted Stock from time to time, and (iii) the rights available to all holders of Shares upon any merger, consolidation, reorganization, liquidation or dissolution, stock split‑up, stock dividend or recapitalization undertaken by the Company; provided, however, that all of such rights shall be subject to the terms, provisions, conditions and restrictions set forth in this Agreement (including without limitation conditions under which all such rights shall be forfeited).  Any cash dividends (or dividends paid in the form of property other than Shares) paid with respect to any Shares of Restricted Stock shall be paid at the same time as those dividends are paid by the Company to other holders of Shares (reduced by any applicable federal, state, local or foreign withholding taxes thereon).  Any Shares issued to the Recipient as a dividend with respect to Shares of Restricted Stock shall have the same status and transfer restrictions and bear the same legend as the Shares of Restricted Stock, and shall be held by the Company if the Shares of Restricted Stock that such dividend is attributed to are being so held, unless otherwise determined by the Board.  

(b)Adjustments to Shares.  If at any time there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board shall make any adjustments it deems fair and appropriate, in view of such change, in the number of Shares of Restricted Stock then subject to this Agreement.  If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

(c)No Restrictions on Certain Transactions.  Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement, or of any outstanding Shares of Restricted Stock awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger, consolidation or similar transaction by or of the Company; (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Shares of Restricted Stock and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Shares of Restricted Stock includes, has or possesses, or any warrants, options or rights with respect to any of the foregoing; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company; (vi) any dividend or other distribution of cash, Shares or other property by the Company; or (vii) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).

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(d)Share Redemption Program.  Non-Vested Shares shall not be eligible for redemption by the Company under any circumstances unless approved by the Board.  Within 60 days from vesting of the Shares of Restricted Stock, the Company will redeem, and Recipient will transfer to the Company, 50% of such Vested Shares of Restricted Stock, with the amount of the cash payment per Share determined based on the then most recent Board-approved net asset value of the Shares (which shall not be more than six months old).  Any Vested Shares of Restricted Stock that are not required to be redeemed in accordance with the preceding sentence are referred to herein as the “Retained Vested Shares.”  Retained Vested Shares shall not be eligible for redemption under the Company’s share redemption program unless the Company has satisfied all outstanding redemption requests from other stockholders, provided that (a) this restriction may be waived in certain situations, such as upon a change of control of the Company, as determined by the Conflicts Committee of the Board and (b) notwithstanding the foregoing, within 60 days after November 1, 2024, the Company shall be required to redeem, and the holder will transfer to the Company, any remaining outstanding Retained Vested Shares, separate and outside of any general stockholder share redemption program, at the then most recent Board-approved net asset value per Share(which shall not be more than six months old), provided that such outstanding Shares are owned or controlled by Charles J. Schreiber, Jr. or the estate of Peter M. Bren, and provided further that pursuant to this clause (b) the Company shall only be required to redeem that number Retained Vested Shares which, when added to any previously redeemed Retained Vested Shares owned or controlled by Charles J. Schreiber, Jr. or the estate of Peter M. Bren, does not exceed two-thirds of the total number of Retained Vested Shares.

7.Transferability.  

(a)Unless otherwise determined by the Board, the Shares of Restricted Stock are not transferable unless and until they become Vested Shares in accordance with this Agreement.  The terms of this Agreement shall be binding upon the successors and assigns of the Recipient.  Any attempt to effect a Transfer (as defined below) of any Shares of Restricted Stock prior to the date on which the Shares become Vested Shares shall be void ab initio.  For purposes of this Agreement, “Transfer” shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment.

(b)Unless otherwise consented to in writing by the Company, in its sole discretion, this Agreement (and Recipient’s rights hereunder) may not be assigned, and the obligations of Recipient hereunder may not be delegated, in whole or in part.  The rights and obligations created hereunder shall be binding on the Recipient and his heirs and legal representatives and on the successors and assigns of the Company.

8.Recipient's Responsibilities for Tax Consequences.  The tax consequences to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Shares of Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient.  

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9.Amendment. This Agreement may be amended only with the written consent of the Company and the Recipient.

10.Complete Agreement.  This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by either party which are not set forth expressly in this Agreement.  

11.Miscellaneous.

(a)Severability.  If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Shares of Restricted Stock hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

(b)Law Governing.  This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland (without reference to the conflict of laws rules or principles thereof).

(c)Interpretation.  The Recipient accepts the Shares of Restricted Stock subject to all of the terms, provisions and restrictions of this Agreement.  The undersigned Recipient hereby accepts as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement.  

(d)Headings.  Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference.  Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

(e)Notices.  Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Company or the Board:

Pacific Oak Strategic Opportunity REIT, Inc.

11150 Santa Monica Blvd

Los Angeles, CA 90025

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To the Recipient:

KBS Capital Advisors LLC

620 Newport Center Drive, Suite 1300 

Newport Beach, California 92660

Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 11(h).

(f)Non-Waiver of Breach.  The waiver by any party hereto of the other party's prompt and complete performance, or breach or violation, of any term or provision of this Agreement shall be effected solely in a writing signed by such party, and shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any party hereto to exercise any right or remedy which he or it may possess shall not operate nor be construed as the waiver of such right or remedy by such party, or as a bar to the exercise of such right or remedy by such party, upon the occurrence of any subsequent breach or violation.  

(g)Counterparts.  This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

(h)Arbitration.  To the extent that a dispute arises between the parties under this Agreement, the parties agree to attempt to settle such dispute through non-binding mediation to be held for a maximum of one day administered by the Judicial Arbiter Group ("JAG"), before a mutually-agreed representative of JAG, in accordance with its commercial mediation rules then in effect. If such dispute cannot be resolved through mediation, it shall be resolved by binding arbitration before a panel of three arbitrators of JAG (selected by the JAG mediator) under the commercial arbitration rules then in effect. Each party shall bear its own legal, accounting and other similar fees incurred in connection with such arbitration; provided that (a) the losing party shall bear the costs of such arbitration and (b) the arbitrators shall award legal fees to the prevailing party in such dispute. Such arbitration and determination shall be final and binding on the parties and judgment may be entered upon such determination in any court having jurisdiction thereof (and such judgment enforced, if necessary, through judicial proceedings). It is understood and agreed that the arbitrators shall be specifically empowered to designate and award any remedy available at law or in equity, including specific performance. The parties agree that any such mediation or arbitration shall be conducted in Los Angeles, California.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the date first written above.

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
By:	/s/ Keith D. Hall
	Keith D. Hall, Chief Executive Officer
KBS CAPITAL ADVISORS LLC
By:	PBren Investments, L.P., a Manager
	By:	PBren Investments, LLC, as general partner
		By:	PBCS Management, LLC, a Manager
			By:	/s/ Charles J. Schreiber, Jr.
				Charles J. Schreiber, Jr., Manager
By:	Schreiber Real Estate Investments, L.P., a Manager
	By:	Schreiber Investments, LLC, as general partner
		By:	PBCS Management, LLC, a Manager
			By:	/s/ Charles J. Schreiber, Jr.
				Charles J. Schreiber, Jr., Manager
By:	GKP Holding LLC, a Manager
	By:	/s/ Peter McMillan
		Peter McMillan III, Manager
	By:	/s/ Keith D. Hall
		Keith D. Hall, Manager

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