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: ODONNELL TERRENCE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-05	Common Stock	S	8696	$47.50	Disposed	13988	Direct

Footnotes

F1: Pursuant to an underwriting agreement, dated April 29, 2014 (the "Underwriting Agreement"), by and among Stifel, Nicolaus & Company, Inc. and William Blair & Company, LLC (together with underwriters named in Schedule I thereto, the "Underwriters"), the Company and selling stockholders named in Schedule II thereto (the "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 ("Stock"), which includes 8,696 shares of Stock held by the Reporting Person. Pursuant to the final prospectus filed by the Company on May 1, 2014, the public offering price of Stock was $50.00 per share and the underwriting discount was $2.50 per share. Accordingly, the Reporting Person sold 8,696 shares of Stock to the Underwriters and received a price per share of $47.50 (which is net of underwriting discounts and commissions) for an aggregate amount of $413,060.