Form: 4

Statement of changes in beneficial ownership of securities

January 30, 2017

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dickson Don
   2. Issuer Name and Ticker or Trading Symbol
QS Energy, Inc. [QSEP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
5266 HOLLISTER AVENUE, SUITE 219		 3. Date of Earliest Transaction (Month/Day/Year)
10/13/2016
(Street)

SANTA BARBARA, CA 93111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock (1) 10/13/2016   C   770,000 A $ 0.1 (1) 784,620 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Conversion of Note $ 0.1 10/13/2016 10/13/2016 C     770,000 (1) 08/05/2016   (1) Common Stock 770,000 (1) 841,203 D  
Option to Purchase Common Stock $ 0.05 01/01/2017 01/01/2017 A   1,000,000   01/01/2017(2) 01/01/2027 Common Stock 1,000,000 (2) 1,841,203 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dickson Don
5266 HOLLISTER AVENUE
SUITE 219
SANTA BARBARA, CA 93111		   X      

Signatures

 /s/ Don Dickson   01/30/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Common Stock purchased on 10/13/2016 pursuant to Issuer's Convertible Note, purchased by Reporting Person on 08/05/2016 in the principal amount of $77,000, for a purchase price of $70,000, convertible into 770,000 shares of common stock of Issuer.
(2) The stock options reported under item 1 above were granted to each member of Issuer's Board as equity compensation under the Issuer's Board Compensation Policy, approved by the Board on 06/19/2015. The options granted under item 1 vest at the rate of 1/12 per month, commencing 01/01/2017, with full vesting on 12/31/2017.

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