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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BROWN MICHAEL J
  2. Issuer Name and Ticker or Trading Symbol
Nexxus Lighting, Inc. [NEXS]
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)
C/O EURONET WORLDWIDE, INC., 4601 COLLEGE BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2009
(Street)

LEAWOOD, KS 66211
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Warrant $ 5.08 12/21/2009   J(1)   292,000   06/21/2010 12/21/2012 Common Stock 292,000 (1) 292,000 D  
Convertible Promissory Note $ 5.33 12/21/2009   J(1)   750,000 (2)   12/21/2009 12/21/2012(3) Common Stock (2) (1) 140,713 (2) D  
Series A Preferred Stock (4) 12/21/2009   J(1)     150 (4) 11/12/2012   (5) Common Stock (4) $ 5,000 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BROWN MICHAEL J
C/O EURONET WORLDWIDE, INC.
4601 COLLEGE BOULEVARD
LEAWOOD, KS 66211
  X      

Signatures

 /s/ Michael Brown   12/22/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On October 29, 2009, the registrant entered into an agreement with the holders of all of the registrant's outstanding Series A preferred stock to exchange outstanding shares of Series A preferred stock for other securities of the registrant (the "Exchange"). Pursuant to the Exchange, the reporting person exchanged his Series A preferred shares for the warrant and convertible promissory note being reported in this Form 4.
(2) The reporting person acquired the convertible promissory note in the principal amount of $750,000 issued by the registrant in favor of the reporting person (the "Note"). At any time prior to repayment of the Note, the reporting person may elect, in lieu of repayment, to convert all or a portion of the outstanding principal on the Note into that number of shares of the registrant's common stock equal to the quotient obtained by dividing 100% of the amount of principal on the Note being converted by $5.33.
(3) December 21, 2012 is the maturity date of the Note.
(4) The reporting person's Series A preferred stock 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 Series A preferred stock is convertible into that number of the registrant's common stock equal to (A) the sum of the stated value, which is $5,000 per share, of the Series A preferred stock plus all accumulated dividends on the Series A 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.
(5) The Series A preferred stock has no expiration date.

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