EPLUS INC - Major Shareholding Notification 2013

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

e Plus inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

294268107

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[X] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP NO. 294268107

1	NAME OF REPORTING PERSONS Bruce M. Bowen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 17,276 shares
	6	SHARED VOTING POWER 494,961 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 494,961 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 512,237 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3%
12	TYPE OF REPORTING PERSON (See Instructions) IN

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CUSIP NO. 294268107

1	NAME OF REPORTING PERSONS Bowen Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 300,000 shares
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 300,000 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7 %
12	TYPE OF REPORTING PERSON (See Instructions) OO

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CUSIP NO. 294268107

1	NAME OF REPORTING PERSONS Bruce Montague Bowen Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 6,781 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,781 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,781 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12	TYPE OF REPORTING PERSON (See Instructions) OO

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CUSIP NO. 294268107

1	NAME OF REPORTING PERSONS Elizabeth Dederich Bowen Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 6,780 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 6,780 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,780 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1%
12	TYPE OF REPORTING PERSON (See Instructions) OO

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Item 1 (a). Name of Issuer: e Plus inc.

Item 1 (b).
13595 Dulles Technology Drive Herndon, Virginia 20171-3413

Item 2 (a).
Bruce M. Bowen Bowen Holdings LLC Bruce Montague Bowen Trust Elizabeth Dederich Bowen Trust

Item 2 (b).
13595 Dulles Technology Drive Herndon, Virginia 20171-3413

Item 2 (c).
Bruce M. Bowen, United States Bowen Holdings LLC, a Virginia limited liability company Bruce Montague Bowen Trust, a Virginia Trust Elizabeth Dederich Bowen Trust, a Virginia Trust

Item 2 (d).
Common Stock, par value $0.01 per share

Item 2 (e).
294268107

Item 3.	If this Statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	¨	A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K).
		If filing as a non-U.S. institution in accordance with § 240.13d – 1(b)(1)(ii)(J), please specify the type of institution: _____

Not applicable

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Item 4.
(a)	Amount beneficially owned :
	512,237 shares

(b)
6.3%

(c) — (i)	Sole power to vote or to direct the vote	17,276 shares
(ii)	Shared power to vote or to direct the vote	494,961 shares
(iii)	Sole power to dispose or to direct the disposition of	0 shares
(iv)	Shared power to dispose or to direct the disposition of	494,961 shares

Item 5.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Not applicable.

Item 6.
Mr. Bowen is the beneficial owner of the Bruce Montague Bowen Trust. Elizabeth D. Bowen, Mr. Bowen’s spouse, is the beneficial owner of the Elizabeth Dederich Bowen Trust. As of December 31, 2012, Mr. Bowen beneficially owned 17,276 shares of unvested restricted stock of which he has voting power. Mr. Bowen beneficially owns 300,000 shares of ePlus common stock held by Bowen Holdings, LLC, in which he has shared dispositive and voting power. Mr. Bowen also beneficially owns 181,400 shares that he holds jointly as tenants by the entirety with Mrs. Bowen, in which he has shared dispositive and voting power.

Item 6.

Mr. Bowen is the beneficial owner of the Bruce Montague Bowen Trust. Elizabeth D. Bowen, Mr. Bowen’s spouse, is the beneficial owner of the Elizabeth Dederich Bowen Trust. As of December 31, 2012, Mr. Bowen beneficially owned 17,276 shares of unvested restricted stock of which he has voting power. Mr. Bowen beneficially owns 300,000 shares of ePlus common stock held by Bowen Holdings, LLC, in which he has shared dispositive and voting power. Mr. Bowen also beneficially owns 181,400 shares that he holds jointly as tenants by the entirety with Mrs. Bowen, in which he has shared dispositive and voting power.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

Item 10.
Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2013
	/s/ Bruce M. Bowen
	Bruce M. Bowen
February 13, 2013	BOWEN HOLDINGS LLC
	By: /s/ Bruce M. Bowen
	Bruce M. Bowen
	Manager
February 13, 2013	Bruce Montague Bowen Trust
	By: /s/ Bruce M. Bowen
	Bruce M.Bowen
	Trustee
February 13, 2013	Elizabeth Dederich Bowen Trust
	By: /s/ Elizabeth D. Bowen
	Elizabeth D. Bowen
	Trustee

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Exhibit Index

Exhibit No.	Document
1	Joint Filing Agreement, dated February 13, 2013, by and among Bruce M Bowen, Bowen Holdings LLC, Bruce Montague Bowen Trust and Elizabeth Dederich Bowen Trust to file this joint statement on Schedule 13G.

EXHIBIT 1

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JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendment thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in ePlus inc.

Date February 13, 2013
/s/ Bruce M. Bowen
Bruce M. Bowen
BOWEN HOLDINGS LLC
By: /s/ Bruce M. Bowen
Bruce M. Bowen
Manager
BRUCE MONTAGUE BOWEN TRUST
By: /s/ Bruce M. Bowen
Bruce M.Bowen
Trustee
ELIZABETH DEDERICH BOWEN TRUST
By: /s/ Elizabeth D. Bowen
Elizabeth D. Bowen
Trustee

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