ePlus SC 13G/A Inc | PLUS 10 Feb 14

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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. 5)*

ePlus inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

294268107

(CUSIP Number)

December 31, 2013

(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 12,509 shares
		6	SHARED VOTING POWER 443,053 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 443,053 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 455,562 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) 5.6%
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 71,527 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 71,527 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,527 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) 0.9%
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 71,526 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 71,526 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,526 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) 0.9%
12	TYPE OF REPORTING PERSON (See Instructions) OO

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Item 1 (a).

Name of Issuer:

ePlus inc.

Item 1 (b).	Address of Issuer’s Principal Executive Offices:
		13595 Dulles Technology Drive Herndon, Virginia 20171-3413

Item 2 (a).	Name of Person Filing:
		Bruce M. Bowen Bowen Holdings LLC Bruce Montague Bowen Trust Elizabeth Dederich Bowen Trust

Item 2 (b).	Address of Principal Business Office or, if none, Residence:
		13595 Dulles Technology Drive Herndon, Virginia 20171-3413

Item 2 (c).	Citizenship:
		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).	Title of Class of Securities:
		Common Stock, par value $0.01 per share

Item 2 (e).	CUSIP Number:
		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: ___________

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Not applicable

Item 4.	Ownership

(a)		Amount beneficially owned:
			455,562 shares

(b)		Percent of class:
			5.6%

(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote	12,509 shares
	(ii)	Shared power to vote or to direct the vote	443,053 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	443,053 shares

Item 5.	Ownership of Five Percent or Less of a Class
	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.

Ownership of More than Five Percent on Behalf of Another Person

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, 2013, Mr. Bowen beneficially owned 12,509 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.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

		Not applicable.

Item 8.	Identification and Classification of Members of the Group

		Not applicable.

Item 9.	Notice of Dissolution of Group

		Not applicable.

Item 10.	Certification

		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 10, 2013
		/s/ Bruce M. Bowen
		Bruce M. Bowen



February 10, 2013		BOWEN HOLDINGS LLC

		By: /s/ Bruce M. Bowen
		Bruce M. Bowen
		Manager



February 10, 2013		Bruce Montague Bowen Trust

		By: /s/ Bruce M. Bowen
		Bruce M.Bowen
		Trustee



February 10, 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 (collectively, the “Holders”) to file a joint statement on Schedule 13G and any amendment thereto (incorporated herein by reference to Exhibit 1 to Amendment No. 4 to Schedule 13G filed by the Holders on February 14, 2013).

ePlus (PLUS) SC 13G/AEplus Inc