QSEP QS Energy Inc (PK)

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                                                                                   
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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. 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 (MM/DD/YYYY) 11/15/2019
(Street) TOMBALL, TX 77375 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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		300000		(1)	11/15/2029	Common Stock	300000	(1)	5663682	D
Options	(2)	3/26/2020	2/15/2020	A		100000 (2)		(2)	(2)	Common Stock	100000 (2)	(2)	5813682 (3)	D

Explanation of Responses:
(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.

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		3/31/2020
**Signature of Reporting Person		Date