SecProbe.io

April 5, 2018

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, NC    27612 -2350

Re: Whitestone REIT
Preliminary Proxy Statement on Schedule 14A  filed by KBS SOR Properties
LLC , Peter McMillan III,  et al.
Filed March  28, 201 8
File No. 1-34855

Amendment No. 2 to Schedule 13D  filed by KBS SOR Properties LLC , Peter
McMillan III,  et al.
Filed December 29, 2017
File No. 5-84834

Dear M r. Stambaugh :

We have reviewed the filing s above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing s or by providing the requested
information.  If you do not bel ieve our comments apply to the P articipants’ fact s and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing s and the information you provide in
response to this comment, we may have  additional comments.   All defined terms used in this
letter have the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

1. Each statement or assertion of opinion or belief mus t be clearly characterized as such,
and a reasonable factual basis must ex ist for such opinion or belief.  Support for any such
opinions or beliefs should be self -evident, disclosed in the soliciting materials or
provided to the staff on a supplemental basi s with a view toward disclosure.  Please
provide support for the following statements  and revise accordingly  (emphasis added) :

 “Management compensation, in particular the compensation of Whitestone’s
Chairman of the Board of Trustees (the “Board”) and Chief Executive Officer, James

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
April 5, 2018
Page 2

 Mastandrea, is significantly disproportionate to the size and scale of Whitestone and
its operations and compensation paid to executives of peer companies …” (page 1 )
 “…we believe the incumbent trustees have approved grossly excessive and poorly
designed management compensation  to the detri ment of Whitestone shareholders …”
(page 4)
 “The Participants intend to vote, and recommend that you vote, AGAINS T Proposal
2 because Whitestone’s executive compensation is excessive and misaligned with
shareholder interests .” (page 22)

2. Refer to the first paragraph on page 2 containing the phrase “[b]ased on the lack of
responsiveness by the Chairman of the Board to our compensation concerns expressed to
him, the current Board’s history of  approving excessive executive compensation, other
corporate governance concerns ...”  Please revise to clarify these other concerns,
providing support for such claims to the extent necessary.

3. Refer to the third paragraph on page 2 conta ining the sentence “[a] board has a
heightened responsibility wherever the interests of manag ement and shareholders may
not align .” It is our understanding that such statement is not supported by Maryland
corporate law.  Refer to Section 2 -405.1 of the Ma ryland  General Corporation Law .
Please advise or revise such statement to remove the implication that the board has such
“heightened ” legal obligation s.

4. We note that the filing persons  have made statements in their soliciting materials that
appear to directly or indirectly impugn the character, integrity or personal reputation of
Whitestone ’s Board, all without adequate factual foundation.  For example, but without
limitation, we note the following statements  (emphasis added) :

 “David Taylor, one of their new trustee s, was on the Board for the 2017 Annual
Meeting of shareholders. He, like the rest of the Board, was blind to shareholder
concerns  on executive pay. ” (page 2)
 “…Jack Mahaffey, however, must be replaced after his long history of poor
representation of shareholders , part icularly for his work on the Compensation
Committee where he served as Chairman from 2006 until recently and even now
continues as a member ” (page 10)

Please do not use these or similar statements in the solicitin g materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual foundation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opini on or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
April 5, 2018
Page 3

 adequate support, please file appropriate corrective disclosure and refrain from including
such statements in fut ure soliciting materials.

5. Refer to the fi rst whole paragraph on page 3  and the  following  phrases contained therein:
 “…the current Board has stacked the deck against shareholder equal access ”
 “[Whitestone ] obviously sees nothing wrong with depriving shareholders access to all
information and arguments they might consider relevant to their votes at the Annual
Meeting ”

It is our understanding that Whitestone  did not have a curren t NOBO list at the time of
KBS ’ reque st and does not have one at present .  Please  advise or  revise the disclosure to
remove the implication that Whitestone has intentionally withheld the NOBO list.

6. Refer to the fi rst whole paragraph on page 17 and the  statement that “…on the afternoon
of December 28, 2017, SOR Properties delivered timely notice in accordance with the
Bylaws of its intention to nominate the Nominees [defined to mean Kenneth H. Fearn, Jr.
and David E. Snyder ] for election to the Board at the Annual Meeting and to bring the
Shareholder Proposal for a vote at the Annual Meeting (the “ Notice ”).”  It is our
understanding that  KBS ’ Notice indicated its intent to nominate a total of three  nominees
at the Annual Meeting, including Messrs. Fearn and Snyder as well as Ms. Susan L.
Harris .  Please revise accordingly.

7. Refer to the second to last paragraph of page 23 regarding the rules of the New York
Stock Exchange.  To the extent that KBS does not mail its proxy materials to every
account, please reconcile such disclosure wit h that of Whitestone ’s disclosure in the third
whole paragraph of page 5 of its definitive proxy statement which indicates that  “because
KBS has indicated its intention to deliver proxy materials in opposition to our Board of
Trustee nominees ,” brokers will not have discretion to vote on any matters  without  voting
instructions  “with respect to accounts to which KBS mails its proxy materials .”

Schedule 13D

8. Based on our review of the  amendment s to the  Schedule 13D filed o n June 21 and
December 29 , 2017, it appears that the filing parties ’ purchase of 24,000 Whitestone
shares on August 29, 2017 resulted in an acquisition of beneficial ownership equal to
more than one percent, constit uting a material change under Exchange Act R ule 13d -2
and necessitating th at the parties promptly file an amendment to the Schedule 13D
disclosing such change.  Please advise.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
April 5, 2018
Page 4

  Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions