EPLUS INC — Director's Dealing 2021

Jun 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2021-06-15

Reporting Person: MARRON MARK P (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-15	Common Stock	A	21701	—	Acquired	64098	Direct
2021-06-16	Common Stock	F	3762	$92.16	Disposed	60336	Direct
2021-06-17	Common Stock	G	1625	—	Disposed	28680	Indirect
2021-06-17	Common Stock	G	650	—	Acquired	3590	Indirect

Footnotes

F1: On June 15, 2021, Mr. Marron, an executive of ePlus inc. (the "Company") was granted a restricted stock award consisting of 21,701 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.

F2: Represents shares withheld for payment of tax liability arising as a result of the partial vesting of a restricted stock award granted on June 16, 2020, and originally reported by
the reporting person in a Form 4 filed with the Commission on June 17, 2020.

F3: This transaction represents a gift of 325 shares to each of five trusts for Mr. Marron's children, two of whom are dependents.

F4: The shares are held in a trust of which the reporting person is the trustee and sole beneficiary.

F5: This reflects the total amount of shares held by two trusts, each for the benefit of Mr. Marron's two dependent children.