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 *

Munn Richard William 		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)
(Last)          (First)          (Middle)

23902 FM 2978 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2019
(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   $0.08   1/1/2019   1/1/2019   A      625000         (1) 1/1/2029   Common Stock   625000     (1) 1152778   D    
Convertible Note   $.05   2/25/2019   2/25/2019   A      $10000   (2)      2/25/2019     (3) Common Stock   220000   $10000   1372778   D    
Warrants   $.05   2/25/2019   2/25/2019   A      110000       2/25/2019   2/25/2020   Common Stock   110000     (4) 1482778   D    

Explanation of Responses:
(1)  The stock options reported under item 1 above were granted to Reporting Person as equity compensation 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 1/1/2019, with full vesting on 12/31/2019.
(2)  Reporting Person acquired Issuer's Convertible Note in the principal amount of $11,000, for a purchase price of $10,000, convertible into 220,000 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Munn Richard William
23902 FM 2978
TOMBALL, TX 77375 		X



Signatures
/s/ Richard W. Munn 2/28/2019
** 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 control number.
QS Energy (PK) (USOTC:QSEP)
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