FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Marion Elaine D
2. Issuer Name and Ticker or Trading Symbol

EPLUS INC [ PLUS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

13595 DULLES TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2021
(Street)

HERNDON, VA 20171-3413
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 6/15/2021  G  V 12 (1)D$0 24555 I By Elaine D. Marion Trust (2)
Common Stock 6/15/2021  A  13020 (3)A$0 37775 D  
Common Stock 6/16/2021  F  1750 (4)D$92.16 36025 D  
Common Stock         212 I By IRA 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This transaction represents a donation to an educational institution.
(2) The reporting person is a trustee and a beneficiary of the trust.
(3) On June 15, 2021, Ms. Marion, an executive of ePlus inc. (the "Company") was granted a restricted stock award consisting of 13,020 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.
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Marion Elaine D
13595 DULLES TECHNOLOGY DRIVE
HERNDON, VA 20171-3413


Chief Financial Officer

Signatures
Elaine D. Marion6/17/2021
**Signature of Reporting PersonDate

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