Statement of Changes in Beneficial Ownership (4)

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

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

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 * MARRON MARK P	2. Issuer Name and Ticker or Trading Symbol EPLUS INC [ PLUS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) 13595 DULLES TECHNOLOGY DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/13/2021
(Street) HERNDON, VA 20171 (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	6/13/2021		F		2425 (1)	D	$91.54	44634	D
Common Stock	6/14/2021		F		2237 (2)	D	$91.54	42397	D
Common Stock								30305	I	By Mark P. Marron Trust (3)
Common Stock								2940	I	By Trust (4)

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Represents shares withheld for payment of tax liability arising as a result of the partial vesting of a restricted stock award granted on June 13, 2019, and originally reported by the reporting person in a Form 4 filed with the Commission on June 14, 2019.
(2)	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, 2018, and originally reported by the reporting person in a Form 4 filed with the Commission on June 18, 2018.
(3)	The shares are held in a trust of which the reporting person is the trustee and sole beneficiary.
(4)	This reflects the total amount of shares held by two trusts, each for the benefit of Mr. Marron's two children.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARRON MARK P 13595 DULLES TECHNOLOGY DRIVE HERNDON, VA 20171	X		Chief Executive Officer

Signatures
Mark P. Marron		6/15/2021
**Signature of Reporting Person		Date