SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROTUNDA JOSEPH L

(Last)

(First)

(Middle)

1901 CAPITAL PKWY

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

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

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

4. If Amendment, Date of 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

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)

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option 1998 Plan (right to buy)	$10	01/25/2006		M			50,000⁽⁴⁾	02/24/2003⁽⁵⁾	02/24/2010	Class A Non-Voting Common Stock	50,000	$0.00	0	D
Non-Qualified Stock Option 1998 Plan (right to buy)	$13	01/25/2006		M			50,000⁽⁴⁾	02/24/2003⁽⁶⁾	02/24/2010	Class A Non-Voting Common Stock	50,000	$0.00	0	D
Incentive Stock Option 1998 Plan (right to buy)	$2	01/25/2006		M			50,000⁽⁴⁾	10/30/2004⁽⁷⁾	10/02/2010	Class A Non-Voting Common Stock	50,000	$0.00	0	D

Explanation of Responses:

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.

Remarks:

	/s/ Laura Jones Attorney-in-Fact	01/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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