0001019973-14-000024.txt : 20141208 0001019973-14-000024.hdr.sgml : 20141208 20141205182222 ACCESSION NUMBER: 0001019973-14-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141208 DATE AS OF CHANGE: 20141205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPLUS INC CENTRAL INDEX KEY: 0001022408 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 541817218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51049 FILM NUMBER: 141270649 BUSINESS ADDRESS: STREET 1: 13595 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 20171-3413 BUSINESS PHONE: 7039848400 MAIL ADDRESS: STREET 1: 13595 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 20171-3413 FORMER COMPANY: FORMER CONFORMED NAME: MLC HOLDINGS INC DATE OF NAME CHANGE: 19960906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOVDE ERIC D CENTRAL INDEX KEY: 0001019973 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 122 W. WASHINGTON AVENUE STREET 2: SUITE 350 CITY: MADISON STATE: WI ZIP: 53703 SC 13D/A 1 sch13d_aaa.txt FORM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* ePlus Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 294268107 (CUSIP Number) Hovde Capital Advisors LLC Suite 350 122 W. Washington Avenue Madison, WI 53703 Attn: Eric Hovde / Jared Clevers (608)-255-5175 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 2014 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ?240.13d-7(b) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). CUSIP No. 294268107 1 Names of Reporting Persons: Eric D. Hovde 2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds (See Instructions): PF /AF 5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] 6 Citizenship or place of organization: Citizenship - United States of America Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power: 274,255 Shares 8 Shared voting power: 107,325 Shares 9 Sole dispositive power: 274,255 Shares 10 Shared dispositive power: 107,325 Shares 11 Aggregate amount beneficially owned by each reporting person: 381,580 Shares FN1 12 Check if the aggregate amount in row (11) excludes certain shares (see instructions): [ ] 13 Percent of class represented by amount in row (11): 5.16% FN1 14 Type of reporting person (see instructions): IN (Individual) CUSIP No: 294268107 1 Names of reporting persons: Hovde Capital Advisors LLC 2 Check the appropriate box if a member of a group (see instructions): (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of funds (see instructions): AF 5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] 6 Citizenship or place of organization: Place of Organization ? State of Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole voting power: 0 Shares 8 Shared voting power: 77,060 Shares 9 Sole dispositive power: 0 Shares 10 Shared dispositive power: 77,060 Shares 11 Aggregate amount beneficially owned by each reporting person: 77,060 Shares FN1 12 Check if the aggregate amount in row (11) excludes certain shares (see instructions): [ ] 13 Percent of class represented by amount in row (11): 1.04% FN1 14 Type of reporting person (see instructions): IA (Investment Adviser) FN 1. This Amendment No. 15 (?Amendment No. 15?) to this Schedule 13D (the ?Schedule 13D?) is being filed by the Reporting Persons (as defined below) with respect to 381,580 shares (the ?Reported Shares?) of common stock, par value $0.01 (the ?Shares?), of ePlus inc (the ?Issuer?), which constitutes approximately 5.16% of the issued and outstanding Shares. For purposes hereof, the term ?Reporting Persons? means Eric D. Hovde, a citizen of the United States (?EDH?), and Hovde Capital Advisors LLC, a Delaware limited liability company (the ?Investment Manager?). As described below, a portion of the Shares are owned directly by: (i) Financial Institution Partners III, L.P., a Delaware limited partnership (?FIP III?), a private investment vehicle and (ii) the Eric D. and Steven D. Hovde Foundation, an irrevocable trust (?The Foundation?). Hovde Capital, Ltd., a Nevada limited liability company (?HCLTD?) is the general partner of FIP III. HCLTD has delegated voting and dispositive power over the Shares held by FIP III to the Investment Manager. EDH is a managing member of the Investment Manager and of HCLTD. EDH is a trustee of the Foundation. The direct beneficial owners of the Reported Shares are as follows: EDH: 274,255 Shares; FIP III: 77,060 Shares; and The Foundation: 30,265 Shares. Each of the Reporting Persons disclaims beneficial ownership of the Shares, except to the extent of his or its pecuniary interest therein, and the filing of this Schedule 13D shall not be deemed an admission of beneficial ownership of such Shares for any purpose. Introduction This Amendment No. 15 amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons (as defined therein) with the U.S. Securities and Exchange Commission on March 16, 1999, as amended by Amendment No. 1 on May 7, 1999, Amendment No. 2 on May 5, 2000, Amendment No. 3 on January 22, 2003, Amendment No. 4 on July 2, 2003, Amendment No. 5 on December 2, 2003, Amendment No. 6 on December 11, 2003, Amendment No. 7 on May 6, 2005, Amendment No. 8 on June 30, 2005, Amendment No. 9 on August 14, 2006, Amendment No. 10 on August 16, 2006, Amendment No. 11 on November 21, 2006, Amendment No. 12 on August 11, 2010, Amendment No. 13 on November 12, 2013, and Amendment No. 14 on November 25, 2014, relating to the Shares. The Schedule 13D is being amended and supplemented to, among other things, reflect changes in the number of Shares beneficially owned by the Reporting Persons. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Schedule 13D. The Reporting Persons are filing this Amendment No. 15 in connection with the disposition by the Reporting Persons of 1% or more of securities of the Issuer. This Amendment is being filed to amend Items 5(a)-(c) as follows: Item 5. Interest in Securities of the Issuer (a) The Reporting Persons may be deemed to beneficially own 381,580 Shares, which represents 5.16% of the issued and outstanding Shares, assuming there are 7,398,062 Shares issued and outstanding as of the date hereof, which amount was reported in the Issuer?s Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended September 30, 2014. Due to the positions described above, the Reporting Persons may be deemed to beneficially own, and may share or have sole power to vote, direct the vote, dispose of, or direct the disposition of, certain of the Reported Shares as follows: Reporting Person Shares Beneficially Owned Percent of Outstanding Sole Power Shared Power EDH 381,580 Shares 5.16 274,255 107,325 Shares Investment Manager 77,060 Shares 1.04 - 77,060 Shares (b) See Item 5(a) above. (c) Within the last sixty days, the Reporting Persons consummated the following transactions: (i) On September 25, 2014, EDH acquired 1,339 Shares. EDH, a director of the Issuer was issued 1,339 restricted shares of common stock of the Issuer pursuant to EDH?s election to receive the restricted shares in lieu of cash compensation as permitted under the Issuer?s 2008 Non-Employee Director Long Term Incentive Plan (the ?2008 Plan?). (ii) On October 1, 2014, EDH acquired 334 Shares. EDH, a director of the Issuer was issued 334 restricted shares of common stock of the Issuer pursuant to EDH?s election to receive the restricted shares in lieu of cash compensation as permitted under the 2008 Plan. 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: December 5, 2014 ERIC D. HOVDE /s/ Eric D. Hovde HOVDE CAPITAL ADVISORS LLC By: /s/ Eric D. Hovde Name: Title: Eric D. Hovde Managing Member