Pacific Oak REIT Amends FSP 13D Filing, Event Date Jan 9, 2024

TL;DR

**Pacific Oak updated their FSP 13D filing, signaling continued active interest.**

AI Summary

Pacific Oak Strategic Opportunity REIT, Inc. (POSOR) filed an amendment to its Schedule 13D, indicating a change in the date of the event requiring the filing to January 9, 2024. This filing updates their previous disclosure regarding their ownership in Franklin Street Properties Corp. (FSP), a real estate investment trust. This matters to FSP shareholders because it signals continued active interest and potential influence from a significant institutional investor, which could impact future strategic decisions or stock performance.

Why It Matters

This update confirms Pacific Oak's ongoing significant stake in Franklin Street Properties, suggesting potential for continued engagement or strategic moves that could affect the stock's value.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous disclosure and does not indicate a new, significant acquisition or divestiture, thus posing low immediate risk.

Analyst Insight

Investors should note the continued presence of Pacific Oak as a significant holder, but this specific amendment doesn't signal an immediate buy or sell action. It's a routine update.

Key Players & Entities

• Pacific Oak Strategic Opportunity REIT, Inc. (company) — the filing person and a significant investor in Franklin Street Properties Corp.
• Franklin Street Properties Corp. (company) — the subject company in which Pacific Oak holds an investment.
• Peter McMillan III (person) — President of Pacific Oak Strategic Opportunity REIT, Inc. and authorized to receive notices.
• January 9, 2024 (date) — the date of the event which required the filing of this amended statement.
• DLA Piper LLP (US) (company) — legal counsel for Pacific Oak Strategic Opportunity REIT, Inc.

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share ___________________________
• $0.01 — o the shares of common stock, par value $0.01 per share (the "Common Stock"), of Fran
• $10,358.64 — on the various share purchases totaling $10,358.64. From March 23, 2020 through January

Filing Documents

• fsp13d.htm (SC 13D/A) — 227KB
• fsp13daexhibit1.htm (EX-99.1) — 7KB
• 0001452936-24-000011.txt ( ) — 236KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 1 supplements and amends the Schedule 13D filed on March 26, 2020 by the Reporting Persons (as so amended, the "Schedule 13D"), relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Franklin Street Properties Corp., a Maryland corporation (the "Issuer"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D filed on March 26, 2020. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D filed on March 26, 2020. The Issuer's principal executive offices are located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880.

Identity and Background

Item 2. Identity and Background (a) Pacific Oak SOR II, LLC, a Maryland limited liability company ("Pacific Oak SOR II") is the surviving company of a merger in October 2020 with Pacific Oak Strategic Opportunity REIT II, Inc. Pacific Oak SOR II is a wholly owned subsidiary of Pacific Oak SOR II Holdings, LLC, a Maryland limited liability company ("Pacific Oak SOR II Holdings"). Pacific Oak SOR II Holdings is a wholly owned subsidiary of SOR Properties. Pacific Oak SOR II and Pacific Oak SOR II Holdings are added to the list of "Reporting Persons" and Pacific Oak Strategic Opportunity REIT II, Inc. is removed as a Reporting Person. (b) 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. (c) SOR REIT is engaged in the business of investing in real estate and real estate-related assets. SOR Properties, SOR BVI, SOR OP, Pacific Oak SOR II and Pacific Oak SOR II Holdings are subsidiaries formed by SOR REIT for the purpose of holding investments and financings. (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

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a)-(b) As of January 10, 2024, the Reporting Persons beneficially own an aggregate of 5,213,461 shares of Common Stock, which represent, in the aggregate, approximately, 5.0% of the outstanding shares of Common Stock. The percentage of beneficial ownership reported in this Schedule 13D is based on an aggregate of 103,430,353 shares of Common Stock outstanding as of November 2, 2023, based on information provided by the Issuer in its Annual Report on Form 10-Q filed on November 7, 2023. In the Schedule 13D filed on March 26, 2020, the Reporting Persons reported (a) 4,235,133 shares of Common Stock purchased by SOR Properties in multiple open market brokerage transactions on the NYSE American and (b) 1,644,092 shares of Common Stock purchased by the predecessor to Pacific Oak SOR II in multiple open market brokerage transactions on the NYSE American. Since that time, SOR Properties (including through Pacific Oak SOR II) bought and sold shares of Common Stock in multiple open market brokerage transactions on the NYSE American as described below. SOR BVI (as the sole member of SOR Properties), SOR OP (as the sole shareholder of SOR BVI), SOR REIT (as the sole general partner of SOR OP), the Advisor (as the external advisor to SOR REIT) and Messrs. Keith D. Hall and Peter McMillan III (as the members of the Investment Committee of the Advisor approved by the board of directors of SOR REIT to make decisions with respect to the shares of Common Stock) may be deemed to be the beneficial owner of the securities beneficially owned directly by SOR Properties and Pacific Oak SOR II, and each disclaims beneficial ownership of the securities. (c) From March 23, 2020 through January 10, 2024, SOR Properties acquired 1,035,864 shares of Common Stock through the following open market purchases Date Number of Shares (1) Average Price Per Share (1) Aggregate Purchase Price (2) 3232020 81,943 4.3013 352,461.43 3262020 4,760 5

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit 1 Joint Filing Agreement, dated as of January 11, 2024, by and among the Reporting Persons.

SIGNATURES

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 January 11, 2024 PACIFIC OAK SOR PROPERTIES, LLC By Pacific Oak SOR (BVI) Holdings, Ltd., its sole member By Pacific Oak Strategic Opportunity Limited Partnership, its sole shareholder By Pacific Oak Strategic Opportunity REIT, Inc., its sole general partner By s Peter McMillan III Name Peter McMillan II Title President PACIFIC OAK SOR (BVI) HOLDINGS, LTD. By Pacific Oak Strategic Opportunity Limited Partnership, its sole shareholder By Pacific Oak Strategic Opportunity REIT, Inc., its sole general partner By s Peter McMillan III Name Peter McMillan II Title President PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP By Pacific Oak Strategic Opportunity REIT, Inc., its sole general partner By s Peter McMillan III Name Peter McMillan II Title President PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. By s Peter McMillan III Name Peter McMillan II Title President PACIFIC OAK SOR II, LLC By Pacific Oak SOR II Holdings, LLC, its sold member By Pacific Oak SOR Properties, LLC, its sole member By Pacific Oak SOR (BVI) Holdings, Ltd., its sole member By Pacific Oak Strategic Opportunity Limited Partnership, its sole shareholder By Pacific Oak Strategic Opportunity REIT, Inc., its sole general partner By s Peter McMillan III Name Peter McMillan II Title President PACIFIC OAK SOR II HOLDINGS, LLC By Pacific Oak SOR Properties, LLC, its sole member By Pacific Oak SOR (BVI) Holdings, Ltd., its sole member By Pacific Oak Strategic Opportunity Limited Partnership, its sole shareholder By Pacific Oak Strategic Opportunity REIT, Inc., its sole general partner By s Peter McMillan III Name Peter McMillan III Title President PACIFIC OAK CAPITAL ADVISORS LLC By Pacifi

View Full Filing

View this SC 13D/A filing on SEC EDGAR