Statement of Ownership (sc 13g)
February 10 2023 - 10:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No.
__)
ePlus inc. |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
294268107 |
(CUSIP
Number) |
December 31, 2022 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule
13d-1(c)
¨ 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 disclosure 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).
CUSIP No. 294268107
1 |
NAMES OF REPORTING
PERSONS
I.R.S.
Identification Nos. of Above Persons (Entities Only)
Geneva Capital Management
LLC
39-1567956 |
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o |
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING
POWER
0 |
6 |
SHARED VOTING
POWER
1,521,323 |
7 |
SOLE DISPOSITIVE
POWER
0 |
8 |
SHARED DISPOSITIVE
POWER
1,544,898 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,544,898 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7% |
12 |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
IA |
|
|
|
|
|
CUSIP No. 294268107
ePlus inc.
| (b) | Address of Issuer’s Principal Executive Offices |
13595 Dulles Technology
Drive
Herndon, VA 20171-3413
| (a) | Name of Persons Filing |
Geneva Capital Management
LLC
| (b) | Address of Principal Business Office or, if none, Residence |
411 E Wisconsin Ave., Suite
2320
Milwaukee, WI 53202
Delaware
| (d) | Title of Class of Securities |
Common Stock
294268107
| Item 3. | If this statement is filed pursuant to sections 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) | x An
investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An
employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ A
parent holding company or control person in accordance with Rule 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); |
CUSIP No. 294268107
| (j) | ¨ A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| (a) | Amount Beneficially Owned: 1,544,898 |
| (b) | Percent of Class: 5.7% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,521,323 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 1,544,898 |
| 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 [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Certain
institutional and individual clients of Geneva ultimately own all of the Shares included on this Schedule and have the right to receive,
or the power to direct the receipt of, dividends and proceeds from the sale of such Shares. No one client has granted Geneva investment
discretion or voting authority over 5% or more of the Shares.
| 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
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
CUSIP No. 294268107
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.
Date: February 10, 2023
|
Geneva Capital Management LLC
By: /s/
Stephen J. Shenkenberg
Name: Stephen J. Shenkenberg
Title: Principal, General
Counsel and
Chief
Compliance Officer |
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