EPLUS INC — Director's Dealing 2015

Jun 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2015-06-17

Reporting Person: Marion Elaine D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-17	Common Stock	A	30000	—	Acquired	71599	Direct
2015-06-17	Common Stock	S	5000	$81.3982	Disposed	66599	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	106	Indirect

Footnotes

F1: On June 17, 2015, Ms. Marion, an executive of ePlus inc. (the "Company") was granted a restricted stock award consisting of 30,000 shares of common stock of the Company (the "Restricted Shares"). The Restricted Shares were granted by the Company's Compensation Committee, pursuant to the Company's 2012 Employee Long-Term Incentive Plan. The Restricted Shares are subject to a restriction period of five years, with one-fifth of the shares vesting on each of the next five annual anniversaries of the grant. As more fully described in the Plan, under certain circumstances the restrictions may lapse, or the shares may be forfeited and transferred back to the Company.

F2: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 6, 2015.

F3: The transaction was executed in multiple trades at prices ranging from $80.51 to $82.37 per share, inclusive. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased and prices at which the transaction was effected.