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: NORTON PHILLIP G (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-05	Common Stock	S	198730	$47.50	Disposed	69062	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	890904	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 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 198,730 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 198,730 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 $9,439,675. In addition, J.A.P. Investment Group, L.P. sold an additional 1,149,096 shares in the Offering.