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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lane Jason B

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2017 

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 /

(Street)

TOMBALL, TX 77375       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 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   7600   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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   4/1/2017   (1) 4/1/2027   Common Stock   535714   $0.07   D    
Options to purchase Common Stock   4/1/2017   (2) 4/1/2027   Common Stock   3000000     (2) D    

Explanation of Responses:
(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

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 4/7/2017
** 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 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).
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 control number.
QS Energy (PK) (USOTC:QSEP)
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