EPLUS INC — Director's Dealing 2014

Jun 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2014-06-12

Reporting Person: Marion Elaine D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-12	Common Stock	A	13600	—	Acquired	69767	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	106	Indirect

Footnotes

F1: On June 12, 2014, Ms. Marion, an executive of ePlus inc. (the "Company") was granted a restricted stock award consisting of 13,600 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: The number of shares has been reduced by one to reflect the sale of a fractional share in connection with a transfer of the shares from one account to another. The reporting person hereby undertakes to provide upon request by the SEC staff full information regarding the fractional share.