Form: 4

Statement of changes in beneficial ownership of securities

March 24, 2020

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 *
Lane Jason B
   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
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
23902 FM 2978		 3. Date of Earliest Transaction (Month/Day/Year)
01/01/2020
(Street)

TOMBALL, TX 77375		 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

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
Options $ 0.15 01/01/2020 01/01/2020 A   333,333   01/31/2020(1) 01/01/2030 Common Stock 333,333 (1) 4,420,825 D  
Convertible Note $ 0.035 03/18/2020 03/18/2020 A   $ 20,000 (2)   03/18/2020   (3) Common Stock 628,571 $ 20,000 5,049,396 D  
Warrants $ 0.035 03/18/2020 03/18/2020 A   314,285   03/18/2020 03/18/2021 Common Stock 314,286 (4) 5,363,682 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   03/24/2020
**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) The stock options reported under item 1 above were granted to Reporting Person as equity compensation for service as a Director under Issuer's Board Compensation Policy, approved by the Board on 6/19/2015. The options vest at the rate of 1/12 per month, commencing 1/1/2020, with full vesting on 12/31/2020.
(2) Reporting Person acquired Issuer's Convertible Note in the principal amount of $22,000, for a purchase price of $20,000, convertible into 628,571 shares of common stock of Issuer.
(3) Not applicable.
(4) Reporting Person acquired Issuer's Warrants as part of Reporting Person's purchase of Issuer's Convertible Note reported above.

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