SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NEXTERA ENTERPRISES HOLDINGS INC (Last) (First) (Middle) 1250 Fourth Street, Suite 550 (Street) Santa Monica CA 90401 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEXTERA ENTERPRISES INC [ NXRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/12/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. 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
Class A Common Stock	01/12/2004		J(1)		8,810,000	D	(2)	8,810,000(2)	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 (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 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: 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
Class B Common Stock	$0	01/12/2004		J(1)			3,844,200	(3)	(4)	Class A Common Stock	3,844,200	$0	3,844,200(2)(5)	D
Series A Cumulative Convertible Preferred Stock	$0	01/12/2004		J(6)			42,553	(3)	(4)	Class A Common Stock	6,170,186	$0	42,553(2)(7)	D

1. Name and Address of Reporting Person* NEXTERA ENTERPRISES HOLDINGS INC (Last) (First) (Middle) 1250 Fourth Street, Suite 550 (Street) Santa Monica CA 90401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MOLLUSK HOLDINGS LLC (Last) (First) (Middle) c/o Andrew L. Dudnick (Street) San Francisco CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CEPHALOPOD CORP (Last) (First) (Middle) c/o Carolyn Balkenhol, Oracle Corporatio (Street) Redwood Shores CA 94065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAWRENCE INVESTMENTS LLC (Last) (First) (Middle) c/o Philip B. Simon (Street) Walnut Creek CA 94596 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ELLISON LAWRENCE JOSEPH (Last) (First) (Middle) C/O CAROLYN BALKENHOL, ORACLE CORPORATIO (Street) REDWOOD SHORES CA 94065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is filed to report a pro-rata distribution to Knowledge Universe, L.L.C. of all of the securities of Nextera Enterprises, Inc. owned by Nextera Enterprises Holdings, Inc. Following the distribution, Nextera Enterprises Holdings, Inc. was dissolved. The Reporting Owners identified on the Joint Filer Information statement attached hereto as Exhibit 99.1 may be deemed to have indirect beneficial ownership of the securities.

2. Knowledge Universe, L.L.C., Knowledge Universe, Inc. and Nextera Enterprises Holdings, Inc. are members of the same group filing this Form 4. Because this Form 4 is filed to report holdings as a group, the number of securities beneficially owned following this distribution remains unchanged.

3. Shares are immediately convertible.

4. Not Applicable.

5. The Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis.

6. This Form 4 is filed to report a pro-rata distribution of all of the Series A Cumulative Convertible Preferred Stock owned by Knowledge Universe, Inc. to Knowledge Universe, L.L.C. The Reporting Owners identified on the Joint Filer Information statement attached hereto as Exhibit 99.1 may be deemed to have indirect beneficial ownership of the Series A Cumulative Convertible Preferred Stock.

7. Each share of Series A Cumulative Convertible Preferred Stock is convertible into 145 shares of Class A Common Stock.

Remarks:

This Form 4 should be read in connection with the Form 4 filed concurrently herewith by Nextera Enterprises Holdings, Inc., as each relate to the same distribution of Nextera Enterprises, Inc.'s Class A Common Stock and Class B Common Stock. Two Forms 4 are being filed due solely to limitations of the number of joint filers allowed on a single Form 4 under the Edgar filing system.

	/s/ Stanley E. Maron, Secretary, Nextera Enterprises Holdings, Inc.	01/12/2004
	/s/ Philip B. Simon, President, Cephalopod Corporation, as Manager of Mollusk Holdings, LLC	01/14/2004
	/s/ Philip B. Simon, President, Cephalopod Corporation	01/14/2004
	/s/ Philip B. Simon, Member/Manager, Lawrence Investments, LLC	01/14/2004
	/s/ Philip B Simon, as attorney-in-fact for Lawrence J. Ellison	01/14/2004
	** 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).
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