EPLUS INC — Director's Dealing 2016

Jun 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2016-06-14

Reporting Person: NORTON PHILLIP G (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-14	Common Stock	F	1836	$88.320	Disposed	33501	Direct
2016-06-16	Common Stock	A	9009	—	Acquired	42510	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	116794	Indirect

Footnotes

F1: Represents shares withheld for payment of tax liability arising as a result of the partial vesting of a restricted stock award granted on June 14, 2013, and originally reported by the reporting person in a Form 4 filed with the Commission on June 18, 2013.

F2: On June 16, 2016, Mr. Norton, an executive of ePlus inc. (the "Company") was granted a restricted stock award consisting of 9,009 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 three years, with one-third of the shares vesting on each of the next three 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.