EPLUS INC — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2012-01-03

Reporting Person: HOVDE ERIC D (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	A	401	—	Acquired	226662	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	945052	Indirect

Footnotes

F1: On January 3, 2012, Mr. Hovde was awarded 401 restricted shares of common stock of the Company ("Restricted Shares). The Restricted Shares were issued pursuant to Mr. Hovde's election to receive the shares in lieu of cash compensation as permitted under the Company's 2008 Non-Employee Director Long Term Incentive Plan ("Plan"). The Restricted Shares are subject to a restriction period beginning on the issue date and ending on the first anniversary of the issuance for one-half of the Restricted Shares and ending on the second anniversary of the issuance for the remaining one-half of the Restricted Shares ("Restriction Period"). As more fully described in the Plan, under certain circumstances the restrictions may lapse. The direct ownership of 226,662 shares includes 5,604 shares (including the Restricted Shares) that are restricted that have not yet vested as of January 5, 2012; however, Mr. Hovde has the right to vote such shares that are restricted prior to vesting.

F2: As of the date hereof, including the transaction reported herein, Mr. Hovde may be deemed the beneficial owner (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended) of 945,052 shares of common stock of ePlus inc (the "Shares"). An October 7, 2011 Form 4 filing inadvertently included 481 Restricted Shares owned directly by Mr. Hovde as also being indirectly owned. The beneficial ownership of these Shares is more fully set out in the following footnote 3. Mr. Hovde disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership of such Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: Mr. Hovde is the managing member of: (a) Hovde Capital Limited IV LLC, the general partner to Financial Institution Partners IV, L.P., which owns 49,185 Shares; (b) Hovde Capital, Ltd., the general partner to Financial Institution Partners III, L.P., which owns 225,513 Shares; and (c) Hovde Capital I, LLC, the general partner to Financial Institution Partners Master Fund, L.P., which owns 640,174 Shares. Mr. Hovde is a trustee of the Hovde Private Equity Advisors LLC 401(k) Profit Sharing Plan and Trust, which owns 1,149 Shares: a trustee of the Hovde Capital Advisors LLC 401(k) Profit Sharing Plan and Trust, which owns 7,766 Shares; and a trustee of The Eric D. and Steven D. Hovde Foundation, which owns 21,265 shares.