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: NORTON PHILLIP G (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-14	Common Stock	S	29810	$47.50	Disposed	39252	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	718540	Indirect

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 29,810 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 $1,415,975. In addition, J.A.P. Investment Group, L.P. sold an additional 172,364 shares to cover over-allotments.