Pacific Oak REIT Amends 13D on Franklin Street Properties Stake

TL;DR

**Pacific Oak REIT is still a major player in Franklin Street Properties, watch their moves!**

AI Summary

Pacific Oak Strategic Opportunity REIT, Inc. filed an amendment to its Schedule 13D on January 9, 2024, regarding its ownership in Franklin Street Properties Corp. This filing updates previous disclosures, indicating a continued significant stake in Franklin Street Properties Corp. For investors, this matters because Pacific Oak Strategic Opportunity REIT, Inc. remains a substantial shareholder, and their actions or intentions could influence Franklin Street Properties Corp.'s stock performance or strategic direction.

Why It Matters

This filing confirms Pacific Oak Strategic Opportunity REIT, Inc.'s ongoing significant ownership in Franklin Street Properties Corp., which could signal potential influence over the company's future decisions or a long-term investment strategy.

Risk Assessment

Risk Level: low — This is an amendment to an existing filing, indicating a continuation of a previously disclosed position rather than a new, unexpected event.

Analyst Insight

Investors should note that Pacific Oak Strategic Opportunity REIT, Inc. continues to hold a significant position in Franklin Street Properties Corp. and monitor any future filings for changes in their stake or stated intentions, as this could influence the stock's performance.

Key Players & Entities

• Pacific Oak Strategic Opportunity REIT, Inc. (company) — the filing entity and significant shareholder
• Franklin Street Properties Corp. (company) — the subject company in which shares are held
• Peter McMillan III (person) — President of Pacific Oak Strategic Opportunity REIT, Inc.
• January 9, 2024 (date) — Date of Event Which Requires Filing of this Statement
• 35471R106 (string) — CUSIP Number for Franklin Street Properties Corp. Common Stock

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

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