Sec Form 4 Filing - Bunting Eric @ QS Energy, Inc. - 2019-05-31

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bunting Eric 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/YY) 05/31/2019 (Street) TOMBALL, TX77375 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 05/31/2019 05/31/2019 D( 1 ) 260,419 A $ 0.08 10,306,889 D Common Stock 05/31/2019 05/31/2019 D( 2 ) 275,000 A $ 0.05 10,581,889 D Common Stock 06/04/2019 06/04/2019 D( 5 ) 733,333 A $ 0.18 11,315,222 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 0.08 05/31/2019 05/31/2019 D 260,419 ( 1 ) 01/01/2028 Common Stock 260,419 $ 0.08 639,581 D Warrants $ 0.05 05/31/2019 05/31/2019 D 275,000 11/26/2018( 2 ) 11/26/2019 Common Stock 275,000 $ 0.05 364,581 D Convertible Note $ 0.15 06/04/2019 06/04/2019 A 06/04/2019 ( 6 ) Common Stock 733,333 $ 100,000 1,097,914 D Warrants $ 0.15 06/04/2019 06/04/2019 A 367,667 06/04/2019 06/04/2020 Common Stock 367,667 ( 4 ) 1,465,581 D Convertible Note $ 0.15 06/04/2019 06/04/2019 D 733,333 06/04/2019 ( 6 ) Common Stock 733,333 ( 5 ) 732,248 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bunting Eric 23902 FM 2978 TOMBALL, TX77375 X Signatures /s/ Eric Bunting 06/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person is exercising stock options granted on 01/01/2019. These stock options 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 is exercising warrants acquired in connection with an acquisition of a Convertible Note from Issuer, as reported on Reporting Person's Form 4 dated 11/28/2018. ( 3 )Reporting Person acquired Issuer's Convertible Note in the principal amount of $110,000, for a purchase price of $100,000, convertible into 733,333 shares of common stock of Issuer. ( 4 )Reporting Person acquired Issuer's Warrants as part of Reporting Person's purchase of Issuer's Convertible Note reported above. ( 5 )Reporting Person converted the Convertible Note reported above in footnote 3. ( 6 )Not applicable.

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).

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