Edgar Filing: EZCORP INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROTUNDA JOSEPH L

2. Issuer Name and Ticker or Trading Symbol
EZCORP INC [EZPW]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Exectuive Officer

(Last)

(First)

(Middle)

1901 CAPITAL PKWY

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2006

(Street)

AUSTIN, TX 78746

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Non-Voting Common Stock	01/25/2006		M		50,000	A	$ 10	263,862 ⁽¹⁾	D
Class A Non-Voting Common Stock	01/25/2006		M		50,000	A	$ 13	313,862	D
Class A Non-Voting Common Stock	01/25/2006		M		50,000	A	$ 2	363,862	D
Class A Non-Voting Common Stock	01/25/2006		S		100 ⁽²⁾	D	$ 20.3	363,762	D
Class A Non-Voting Common Stock	01/25/2006		S		757 ⁽²⁾	D	$ 20.25	363,005	D
Class A Non-Voting Common Stock	01/25/2006		S		600 ⁽²⁾	D	$ 20.24	362,405	D
Class A Non-Voting Common Stock	01/25/2006		S		100 ⁽²⁾	D	$ 20.23	362,305	D
Class A Non-Voting Common Stock	01/25/2006		S		300 ⁽²⁾	D	$ 20.2	362,005	D
Class A Non-Voting Common Stock	01/25/2006		S		2,298 ⁽²⁾	D	$ 20.19	359,707	D
Class A Non-Voting Common Stock	01/25/2006		S		3,000 ⁽²⁾	D	$ 20.17	356,707	D
Class A Non-Voting Common Stock	01/25/2006		S		2,900 ⁽²⁾	D	$ 20.16	353,807	D
Class A Non-Voting Common Stock	01/25/2006		S		400 ⁽²⁾	D	$ 20.15	353,407	D
Class A Non-Voting Common Stock	01/25/2006		S		5,100 ⁽²⁾	D	$ 20.12	348,307	D
Class A Non-Voting Common Stock	01/25/2006		S		1,200 ⁽²⁾	D	$ 20.1	347,107	D
Class A Non-Voting Common Stock	01/25/2006		S		100 ⁽²⁾	D	$ 20.09	347,007	D
Class A Non-Voting Common Stock	01/25/2006		S		300 ⁽²⁾	D	$ 20.08	346,707	D
Class A Non-Voting Common Stock	01/25/2006		S		2,600 ⁽²⁾	D	$ 20.07	344,107	D
Class A Non-Voting Common Stock	01/25/2006		S		3,197 ⁽²⁾	D	$ 20.06	340,910	D
Class A Non-Voting Common Stock	01/25/2006		S		250 ⁽²⁾	D	$ 20.055	340,660	D
Class A Non-Voting Common Stock	01/25/2006		S		14,180 ⁽²⁾	D	$ 20.05	326,480	D
Class A Non-Voting Common Stock	01/25/2006		S		7,791 ⁽²⁾	D	$ 20.04	318,689	D
Class A Non-Voting Common Stock	01/25/2006		S		5,809 ⁽²⁾	D	$ 20.03	312,880	D
Class A Non-Voting Common Stock	01/25/2006		S		3,800 ⁽²⁾	D	$ 20.02	309,080	D
Class A Non-Voting Common Stock	01/25/2006		S		11,200 ⁽²⁾	D	$ 20.01	297,880	D
Class A Non-Voting Common Stock	01/25/2006		S		34,018 ⁽²⁾	D	$ 20	263,862 ⁽³⁾	D
Class A Non-Voting Common Stock								497.094	I	EZCORP, Inc. 401(K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option 1998 Plan (right to buy)

$ 10

01/25/2006

50,000 ⁽⁴⁾

02/24/2003⁽⁵⁾

02/24/2010

Class A Non-Voting Common Stock

50,000

$ 0

Non-Qualified Stock Option 1998 Plan (right to buy)

$ 13

01/25/2006

50,000 ⁽⁴⁾

02/24/2003⁽⁶⁾

02/24/2010

Class A Non-Voting Common Stock

50,000

$ 0

Incentive Stock Option 1998 Plan (right to buy)

$ 2

01/25/2006

50,000 ⁽⁴⁾

10/30/2004⁽⁷⁾

10/02/2010

Class A Non-Voting Common Stock

50,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROTUNDA JOSEPH L 1901 CAPITAL PKWY AUSTIN, TX 78746	X		Chief Exectuive Officer

Signatures

/s/ Laura Jones Attorney-in-Fact		01/27/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Column 5 - Amount of Securities Beneficially owned includes Restricted Stock Awards in the amount of 60,000, previously reported, but was not included in the totals for this column in prior reports. This 60,000 Restricted Stock Award is still held by Reporting Person.
(2)	These shares were sold to fund the exercise of stock options and to cover the payment of the estimated taxes and expenses, pursuant to the provisions of a Rule 10b(5)-1 Plan established in August 2005.
(3)	This total does not include Derivative Securities previously reported on Table II. The Reporting Person currently holds 140,000 Derivative Securities.
(4)	These shares were exercised pursuant to the provisions of a Rule 10b(5)-1 Plan established in August 2005.
(5)	Non-Qualified Stock Options of 50,000 dated 2/24/2000 - 30,000 shares vest after second year, 20,000 shares vest after third year.
(6)	Non-Qualified Stock Options of 50,000 dated 2/24/2000 - 20,000 shares vest after third year, 30,000 vest after fourth year.
(7)	Incentive Stock Options of 200,000 granted 10/2/2000 - vest over a 3 year period in increments of 33.334% the first year, 33.333% in the second year, and 33.333% in the third year.

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