EPLUS INC — Director's Dealing 2014

May 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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
2014-05-05	Common Stock	S	1149096	$47.50	Disposed	890904	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 Underwriters purchased from the Selling Stockholders and the Selling Stockholders sold to the Underwriters an aggregate of 1,573,913 shares of Common Stock ("Offering"), which includes 1,149,096 shares by the Reporting Person. 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 sold an aggregate of 1,149,096 shares of Common Stock in such Sale to the Underwriters and received $47.50 per share (net of underwriting discounts and commissions) for an aggregate amount of $54,582,060.

F2: 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.