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EPLUS INC Director's Dealing 2014

May 15, 2014

31729_dirs_2014-05-15_2c3174cf-75b6-4751-8cf5-da78d6119d4b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BOWEN BRUCE M (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-14 Common Stock S 6522 $47.50 Disposed 21527 Indirect
2014-05-14 Common Stock S 6522 $47.50 Disposed 21526 Indirect
2014-05-14 Common Stock S 19565 $47.5 Disposed 150000 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 12509 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 6,522 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 $309,795.

F3: 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 19,565 shares by the Reporting Person.

F4: 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 $929,338.