Form: 4

Statement of changes in beneficial ownership of securities

April 1, 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)
11/15/2019
(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 $ 0.12 11/15/2019 11/15/2019 A   300,000     (1) 11/15/2029 Common Stock 300,000 (1) 5,663,682 D  
Options (2) 03/26/2020 02/15/2020 A   100,000 (2)     (2)   (2) Common Stock 100,000 (2) (2) 5,813,682 (3) 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   03/31/2020
**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 Mr. Lane pursuant to the third amendment to his employment agreement as Chief Executive Officer, approved by the Board on 11/11/2019 and effective 11/15/2019. The Company agreed to issue to Mr. Lane options to purchase 300,000 shares of restricted common stock of the Company on 11/15/2019, vesting pursuant to a three (3) month vesting schedule, with 100,000 Options each vesting on each monthly anniversary date of the issuance date. All of the options were priced as of market price at the close of market on November 15, 2019.
(2) The stock options reported under item 1 above were granted to Mr. Lane pursuant to the fourth amendment to his employment agreement as Chief Executive Officer, approved by the Board on 03/26/2020 and effective 02/15/2020. The Company agreed to issue to Mr. Lane options to purchase 100,000 shares of restricted common stock of the Company at the beginning of each month of employment, vesting at the end of the month. All options are to be priced as of market price as of the issuance date. In order to align the issuance and vesting schedule with the calendar months, 50,000 options were issued to Mr. Lane on 02/15/2020, the effective date of the fourth amendment to his employment agreement, and vesting on 02/29/2020.
(3) As of March 31, 2020, 150,000 total options have been issued to Mr. Lane, pursuant to the terms above: 50,000 on 02/15/2020 and 100,000 on 03/01/2020.

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