EPLUS INC — Director's Dealing 2012

Aug 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2012-08-17

Reporting Person: ODONNELL TERRENCE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-17	Common Stock	M	5000	$7.14	Acquired	22297	Direct
2012-08-17	Common Stock	S	5000	$34.2996	Disposed	17297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-17	Stock Option (right to buy)	$7.14	M	5000	Disposed	2013-04-01	Common Stock (5000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$15.25	2013-09-19	Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$10.75	2014-09-15	Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$12.73	2015-09-22	Common Stock (10000)	10000	Direct

Footnotes

F1: The total number reported for the transaction date of August 14, 2012, inadverdently transposed the last two digits and should have been reported as 17,297.

F2: The transaction was executed in multiple trades at prices ranging from $34.25 to $34.40 per share, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold and prices at which the transaction was effected.