EPLUS INC — Director's Dealing 2013

Jun 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2013-06-14

Reporting Person: Marion Elaine D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-14	Common Stock	A	12975	—	Acquired	68230	Direct
2013-06-17	Common Stock	F	2202	$60.39	Disposed	66028	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107	Indirect

Footnotes

F1: On June 14, 2013, Ms. Marion, an executive of ePlus inc. (the "Company") was granted a restricted stock award consisting of 12,975 shares of common stock of the Company (the "Restricted Shares"). The Restricted Shares were granted by the Company's Compensation Committee, pursuant to the Company's 2012 Employee Long-Term Incentive Plan. The Restricted Shares are subject to a Restriction Period beginning on the grant date and ending on the first anniversary of the grant date for one-third of the Restricted Shares, on the second anniversary of the grant date for one-third of the Restricted Shares, and on the third anniversary of the grant date for the remaining one-third of the Restricted Shares. As more fully described in the Plan, under certain circumstances the restrictions may lapse, or the shares may be forfeited and transferred back to the Company.

F2: Represents shares withheld for payment of tax liability arising as a result of the partial vesting of a restricted stock award granted on June 15, 2011, and originally reported by the reporting person in a Form 4 filed with the Commission on June 17, 2011.