EPLUS INC — Director's Dealing 2014

May 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2014-05-14

Reporting Person: J.A.P. Investment Group, L.P. (10% Owner)
Reporting Person: A.J.P., Inc. (10% Owner)
Reporting Person: Norton Patricia A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-14	Common Stock	S	172364	$47.50	Disposed	718540	Direct

Footnotes

F1: Pursuant to an underwriting agreement dated April 29, 2014, by and among the Company, Stifel, Nicolaus and William Blair (together with underwriters named in Schedule I thereto, "Underwriters"), and the selling stockholders named therein ("Selling Stockholders"), the Selling Stockholders granted the Underwriters the option, for a period of 30 days from the date of the underwriting agreement, to purchase an aggregate of 236,087 shares of Common Stock ("Offering") to cover over-allotments, which includes 172,364 shares by the Reporting Person.

F2: Pursuant to the final prospectus filed on May 1, 2014, the public offering price of Common Stock was $50.00 per share and the underwriting discount was $2.50 per share. Accordingly, the Reporting Person received $47.50 per share (net of underwriting discounts and commissions) for an aggregate amount of $8,187,290.

F3: This report is filed jointly by J.A.P. Investment Group, L.P., A.J.P., Inc. and Patricia A. Norton. The reported securities are owned directly by J.A.P. Investment Group, L.P. Patricia A. Norton is a limited partner of J.A.P. Investment Group, L.P. and is sole stockholder of A.J.P., Inc., which serves as the general partner of J.A.P. Investment Group, L.P.