SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* BROWN MICHAEL J (Last) (First) (Middle) C/O EURONET WORLDWIDE, INC. 4601 COLLEGE BOULEVARD (Street) LEAWOOD KS 66211 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/11/2009	3. Issuer Name and Ticker or Trading Symbol Nexxus Lighting, Inc. [ NEXS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 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	269,058	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Series A Preferred Stock	11/12/2012	(1)	Common Stock	(2)	(2)	D
Common Stock Purchase Warrant	11/12/2009(3)	11/12/2011	Common Stock	112,500	$6.4	D
Common Stock Purchase Warrant	12/07/2006(3)	12/07/2011	Common Stock	161,435	$2.23	D

Explanation of Responses:

1. The Series A Preferred Stock (the "Preferred Stock") has no expiration date.

2. The Preferred Stock reported in this Form 3 consists of 150 shares, par value $0.001 per share. At any time commencing four years after November 12, 2008, at the option of the holder, the Preferred Stock is convertible into that number of shares of Nexxus Lighting, Inc.'s common stock ("Common Stock") equal to (A) the sum of the stated value, which is $5,000 per share, of the Preferred Stock plus all accumulated dividends on the Preferred Stock, divided by (B) the greater of (i) $6.59 (the market value of the Common Stock immediately preceding the entering into of the Preferred Stock and Warrant Purchase Agreement dated November 11, 2008 plus a value of $0.125 for each share of Common Stock purchasable with a Common Stock Purchase Warrant) and (ii) the market value of the Common Stock at 4:00 p.m. EST on the conversion date.

3. The Common Stock Purchase Warrant contains a blocker provision under which a holder does not have the right to convert the Common Stock Purchase Warrant into Common Stock to the extent that such conversion would result in beneficial ownership by such holder of more than 4.99% of the issued and outstanding shares of Common Stock.

	/s/ Michael J. Brown	03/23/2009
	** 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).
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