Form: 3

Initial statement of beneficial ownership of securities

April 7, 2017

FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Lane Jason B
 2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2017		 3. Issuer Name and Ticker or Trading Symbol
QS Energy, Inc. [QSEP]
(Last)
(First)
(Middle)
23902 FM 2978		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TOMBALL, TX 77375		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,600
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase Common Stock 04/01/2017(1) 04/01/2027 Common Stock 535,714 $ 0.07 D  
Options to purchase Common Stock 04/01/2017(2) 04/01/2027 Common Stock 3,000,000 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lane Jason B
23902 FM 2978
TOMBALL, TX 77375		   X     Chief Executive Officer  

Signatures

/s/ Jason B. Lane 04/07/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The stock options reported under item 1 above were granted to Mr. Lane is his capacity as a 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 1/9 per month, commencing 04/01/2017, with full vesting on 12/31/2017.
(2) The stock options reported under item 1 above were granted to Mr. Lane pursuant to his employment agreement as Chief Executive Officer, approved by the Board on 03/29/2017 and effective 04/01/2017. 500,000 of the options at $.15 per share and 500,000 of the options at $.25 per share shall vest on 04/01/2018, and 1,000,000 of the options at $.30 per share and 1,000,000 of the options at $.40 per share shall vest on 04/01/2019

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