Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* MCMILLAN PETER	2. Issuer Name and Ticker or Trading Symbol Pacific Oak Strategic Opportunity REIT, Inc. [ N/A ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks
(Last) (First) (Middle) 11766 WILSHIRE BLVD., SUITE 1670	3. Date of Earliest Transaction (MM/DD/YYYY) 9/1/2021
(Street) LOS ANGELES, CA 90025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/1/2021		D		584267 ⁽¹⁾⁽²⁾	D	$9.68 ⁽¹⁾⁽²⁾	3694864.81	I	See Footnote ⁽¹⁾⁽²⁾
Common Stock	9/1/2021		S		628791.39 ⁽³⁾⁽⁴⁾	D	⁽³⁾⁽⁴⁾	3066073.42	I	See Footnote ⁽³⁾⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	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.
(2)	(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.
(3)	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.
(4)	(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.

Remarks:
Chairman of the Board and President

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCMILLAN PETER 11766 WILSHIRE BLVD., SUITE 1670 LOS ANGELES, CA 90025	X		See Remarks