CUSIP No. 65332E 10 1
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1.
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Names of Reporting Persons
MOUNTE LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
DELAWARE
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
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6.
|
Shared Voting Power
24,108,574 (1)
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|
7.
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Sole Dispositive Power
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8.
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Shared Dispositive Power
24,108,574 (1)
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
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10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
44.7% (2)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2007. Also
based on (a) 55,398 shares of Series A Cumulative Convertible Preferred Stock
outstanding and (b) 3,033,945 shares of Class A Common Stock that are issuable
upon exercise of a Class A Common Stock Purchase Warrant at a price of $0.50
per share, exercisable at any time at the option of the holder, as reported by
Mounte in its Form 4 filed with the SEC on June 20, 2007.
2
CUSIP No. 65332E 10 1
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1.
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Names of Reporting Persons
ET HOLDINGS, L.L.C.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
DELAWARE
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
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7.
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Sole Dispositive Power
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8.
|
Shared Dispositive Power
24,108,574 (1)
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
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10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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|
|
11.
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Percent of Class
Represented by Amount in Row (9)
44.7%(2)
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|
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12.
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Type of Reporting Person
(See Instructions)
OO
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|
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|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
3
CUSIP No. 65332E 10 1
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1.
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Names of Reporting Persons
HAMPSTEAD ASSOCIATES, L.L.C.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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|
3.
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SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
DELAWARE
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7% (2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
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|
|
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(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
4
CUSIP No. 65332E 10 1
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1.
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Names of Reporting Persons
RIDGEVIEW ASSOCIATES LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
CALIFORNIA
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|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7%(2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
5
CUSIP No. 65332E 10 1
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1.
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Names of Reporting Persons
MOLLUSK HOLDINGS, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
|
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(a)
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x
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(b)
|
o
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3.
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SEC Use Only
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|
4.
|
Citizenship or Place of
Organization
CALIFORNIA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7% (2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
6
CUSIP No. 65332E 10 1
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1.
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Names of Reporting Persons
CEPHALOPOD CORPORATION
|
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|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
CALIFORNIA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7% (2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
CO
|
|
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|
|
|
|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
7
CUSIP No. 65332E 10 1
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1.
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Names of Reporting Persons
LAWRENCE INVESTMENTS, LLC
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
CALIFORNIA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7% (2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
8
CUSIP No. 65332E 10 1
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|
|
1.
|
Names of Reporting Persons
LAWRENCE J. ELLISON
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
U.S.A.
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7% (2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a Class
A Common Stock Purchase Warrant at a price of $0.50 per share, exercisable at
any time at the option of the holder.
The warrant has a ten-year term and has customary piggyback registration
rights and anti-dilution rights with respect to specified events. On June 15, 2007, Nextera issued the Class A
Common Stock Purchase Warrant to Mounte LLC (Mounte) pursuant to the terms of
a Funding Agreement entered into as of April 16, 2007 by and among Nextera,
Mounte, Jocott Enterprises, Inc. and Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
9
CUSIP No. 65332E 10 1
|
|
|
1.
|
Names of Reporting Persons
MICHAEL R. MILKEN
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
U.S.A.
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7% (2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851 shares
of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock of
Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
10
CUSIP No. 65332E 10 1
|
|
|
1.
|
Names of Reporting Persons
LOWELL J. MILKEN
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
U.S.A.
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
|
|
6.
|
Shared Voting Power
24,108,574 (1)
|
|
7.
|
Sole Dispositive Power
|
|
8.
|
Shared Dispositive Power
24,108,574 (1)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
24,108,574 (1)
|
|
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
44.7% (2)
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
(1) Includes an aggregate of (a)
8,810,000 shares of Class A Common Stock, (b) 3,844,200 shares of Class A
Common Stock that are issuable upon conversion of 3,844,200 shares of Class B
Common Stock held by the reporting persons, (c) 8,420,429 shares of Class A
Common Stock that are issuable upon conversion of 55,398 shares of Series A
Cumulative Convertible Preferred Stock held by the reporting persons and (d)
3,033,945 shares of Class A Common Stock that are issuable upon exercise of a
Class A Common Stock Purchase Warrant at a price of $0.50 per share,
exercisable at any time at the option of the holder. The warrant has a ten-year term and has
customary piggyback registration rights and anti-dilution rights with respect
to specified events. On June 15, 2007,
Nextera issued the Class A Common Stock Purchase Warrant to Mounte LLC
(Mounte) pursuant to the terms of a Funding Agreement entered into as of
April 16, 2007 by and among Nextera, Mounte, Jocott Enterprises, Inc. and
Woodridge Labs, Inc.
(2) Based on (a) 38,692,851
shares of Class A Common Stock and (b) 3,844,200 shares of Class B Common Stock
of Nextera Enterprises, Inc. outstanding as of November 7, 2007, as reported by
Nextera Enterprises, Inc. in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007.
Also based on (a) 55,398 shares of Series A Cumulative Convertible
Preferred Stock outstanding and (b) 3,033,945 shares of Class A Common Stock
that are issuable upon exercise of a Class A Common Stock Purchase Warrant at a
price of $0.50 per share, exercisable at any time at the option of the holder,
as reported by Mounte in its Form 4 filed with the SEC on June 20, 2007.
11
Item 1.
|
|
(a)
|
Name of Issuer
Nextera Enterprises, Inc.
|
|
(b)
|
Address of Issuers
Principal Executive Offices
14320 Arminta Street
Panorama City, CA 91402
|
|
Item 2.
|
|
(a)
|
Name of Person Filing
See Attachment A
|
|
(b)
|
Address of Principal
Business Office or, if none, Residence
See Attachment A
|
|
(c)
|
Citizenship
See Attachment A
|
|
(d)
|
Title of Class of
Securities
Class A Common Stock
|
|
(e)
|
CUSIP Number
65332E 10 1.
|
|
Item 3.
|
If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
|
(a)
|
o
|
Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
o
|
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
o
|
Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
o
|
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
|
|
(e)
|
o
|
An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
o
|
A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o
|
Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
|
|
If this statement is filed
pursuant to Rule 13d-1(c), check this box.
o
|
12
Item 4.
|
Ownership
|
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially
owned:
24,108,574 shares of Class
A Common Stock.
|
|
(b)
|
Percent of class:
44.7%
|
|
(c)
|
Number of shares as to
which the person has:
|
|
|
(i)
|
Sole power to vote or to
direct the vote
|
|
|
(ii)
|
Shared power to vote or to
direct the vote
24,108,574
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
24,108,574
|
|
Item 5.
|
Ownership of Five Percent or Less
of a Class
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
o
.
|
|
Item 6.
|
Ownership of More than Five Percent
on Behalf of Another Person
|
Not Applicable
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
|
Not Applicable
|
|
Item 8.
|
Identification and Classification
of Members of the Group
|
See Attachment A
|
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
|
13
Item 10.
|
Certification
|
Not Applicable
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
Mounte LLC,
|
|
a Delaware limited
liability company
|
|
|
|
|
|
|
/s/ Stanley E. Maron
|
|
|
|
By:
|
Stanley E. Maron
|
|
|
Its:
|
Secretary
|
|
|
February 14, 2008
|
|
|
|
|
|
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
ET Holdings, L.L.C.,
|
|
a Delaware limited
liability company
|
|
|
|
|
|
|
/s/ Michael R.
Milken
|
|
|
|
By:
|
Michael R. Milken
|
|
|
Its:
|
Manager
|
|
|
February 14, 2008
|
|
|
|
|
|
15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
Hampstead Associates, L.L.C.,
|
|
a Delaware limited
liability company
|
|
|
By:
|
Ridgeview Associates LLC,
|
|
|
a California limited
liability company
|
|
Its:
|
Manager
|
|
|
|
/s/ Michael R.
Milken
|
|
|
By:
|
Michael R. Milken
|
|
Its:
|
Manager
|
|
February 14, 2008
|
|
|
|
|
|
|
16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
Mollusk Holdings, LLC,
|
|
a California limited
liability company
|
|
|
By:
|
Cephalopod Corporation, a
California corporation
|
|
Its:
|
Manager
|
|
|
|
/s/ Philip B. Simon
|
|
|
By:
|
Philip B. Simon
|
|
Its:
|
President
|
|
February 14, 2008
|
|
|
|
|
|
|
17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
Cephalopod Corporation,
|
|
a California corporation
|
|
|
|
|
/s/ Philip B. Simon
|
|
|
|
By:
|
Philip B. Simon
|
|
|
Its:
|
President
|
|
|
February 14, 2008
|
|
|
|
|
|
18
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
Lawrence Investments,
LLC,
|
|
a California limited
liability company
|
|
|
|
|
|
|
/s/ Philip B. Simon
|
|
|
|
By:
|
Philip B. Simon
|
|
|
Its:
|
Member/Manager
|
|
|
February 14, 2008
|
|
|
|
|
|
19
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
|
|
Ridgeview Associates LLC
|
|
a California limited
liability company
|
|
|
|
|
|
|
/s/ Michael R.
Milken
|
|
|
|
By:
|
Michael R. Milken
|
|
|
Its:
|
Manager
|
|
|
February 14, 2008
|
|
|
|
|
|
20
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
/s/ Lawrence J.
Ellison
|
|
|
Lawrence J. Ellison, an
individual,
|
|
by Philip B. Simon, his
Attorney in Fact*
|
|
February 14, 2008
|
* PURSUANT TO A POWER OF
ATTORNEY FILED AS AN EXHIBIT TO THE SCHEDULE 13G FILED
BY THE REPORTING PERSONS ON FEBRUARY 14, 2000 WITH THE SECURITIES AND EXCHANGE
COMMISSION, WHICH POWER OF ATTORNEY IS INCORPORATED BY REFERENCE HEREIN.
21
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
/s/ Michael R.
Milken
|
|
|
Michael R. Milken, an
individual
|
|
February 14, 2008
|
22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
|
/s/ Lowell J. Milken
|
|
|
Lowell J. Milken, an
individual
|
|
February 14, 2008
|
23
Attachment A
This Amendment No. 3 to Form 13G is being filed by
Mounte LLC, a Delaware limited liability company, ET Holdings, L.L.C., a
Delaware limited liability company, Hampstead Associates, L.L.C., a Delaware
limited liability company, Mollusk Holdings, LLC, a California limited
liability company ("Mollusk"), Cephalopod Corporation, a California
corporation ("Cephalopod"), Lawrence Investments, LLC, a California
limited liability company ("Lawrence"), Ridgeview Associates LLC, a
California limited liability company, Lawrence J. Ellison, an individual and
U.S. citizen ("Ellison"), Michael R. Milken, an individual and U.S.
citizen, and Lowell J. Milken, an individual and U.S. citizen (collectively,
the "Reporting Persons").
Except as otherwise indicated, the address of the Reporting Persons is
1250 Fourth Street, Santa Monica, California 90401. The address of Mollusk is c/o Andrew L.
Dudnick, 351 California Street, 15th Floor, San Francisco, CA 94104. The address of Cephalopod and Ellison is c/o
Carolyn Balkenhol, Oracle Corporation, 500 Oracle Parkway, Redwood Shores, CA
94065. The address of Lawrence is c/o
Philip B. Simon, 101 Ygnacio Valley Road, Suite 310, Walnut Creek, CA 94596.
24