Form: 4

Statement of changes in beneficial ownership of securities

February 25, 2025

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bunting Eric
(Last) (First) (Middle)
23902 FM 2978
(Street)
TOMBALL TX 77375
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2025
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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 01/01/2025 01/01/2025 A 333,333 01/31/2025 01/01/2035 Common Stock 333,333 (1) 781,247 D
Options $0.02 02/14/2025 02/14/2025 A 2,500,000 02/14/2025 02/14/2035 Common Stock 2,500,000 (2) 3,281,247 D
Options $0.04 02/14/2025 02/14/2025 A 1,250,000 02/14/2025 02/14/2035 Common Stock 1,250,000 (2) 4,531,247 D
Options $0.08 02/14/2025 02/14/2025 A 625,000 02/14/2025 02/14/2035 Common Stock 625,000 (2) 5,156,247 D
Options $0.06 02/14/2025 02/14/2025 A 833,333 02/14/2025 02/14/2035 Common Stock 833,333 (2) 5,989,580 D
Warrants $0.07 02/21/2025 02/21/2025 A 220,000 02/13/2024 02/13/2027 Common Stock 220,000 (3) 6,209,580 D
Explanation of Responses:
1. These stock options for the calendar year 2025 vest at the rate of 1/12 per month, effective 1/1/2025, with full vesting on 12/31/2025. The transaction date was 02/14/2025 with an effective date of 01/01/2025.
2. These stock options were granted to Reporting Person as equity compensation for his services as a Director under Issuer's Board Compensation Policy, approved by the Board on 6/19/2015, and thereafter amended. However, the Board Compensation Policy as amended was suspended effective April 15, 2021 for the calendar year 2021, and for every year thereafter through February 13, 2025 ("Suspension Period"). Effective as-of February 14, 2025 by Board resolution, the Board Compensation Policy, as amended, was reinstated and each individual serving on the Company's Board during the Suspension Period received compensation for that period pursuant to the Board Compensation Policy as amended. These stock options were issued for the Suspension Period.
3. Warrants issued and expiration date extended in connection with Reporting Person's acquisition of Issuer's Convertible Promissory Note.
/s/ Eric Bunting 02/25/2025
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.