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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ITT EDUCATIONAL SERVICES INC [ ESI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/01/2006 | M(1) | 22,500(2) | A | $12.125(3) | 123,688(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 9,000 | D | $63.5 | 114,688(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 2,400 | D | $63.51 | 112,288(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 2,400 | D | $63.52 | 109,888(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 1,700 | D | $63.53 | 108,188(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 2,600 | D | $63.54 | 105,588(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 1,300 | D | $63.55 | 104,288(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 400 | D | $63.56 | 103,888(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 1,100 | D | $63.57 | 102,788(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 500 | D | $63.58 | 102,288(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 900 | D | $63.6 | 101,388(4) | D | |||
Common Stock | 05/01/2006 | S(1) | 200 | D | $63.62 | 101,188(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $12.125 | 05/01/2006 | M(1) | 22,500 | (5) | 02/12/2007 | Common Stock | 22,500 | $0 | 22,500 | D |
Explanation of Responses: |
1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 1, 2006. |
2. Represents a portion of the: (a) 45,000 shares subject to a stock option (right to buy) granted on February 10, 1997 ("1997 Option"); and (b) the increase of 45,000 shares subject to the 1997 Option pursuant to the 2-for-1 split of the ESI common stock on June 6, 2002 ("June 2002 Split"). |
3. Represents an original exercise price of $24.250 for the shares of ESI common stock subject to the 1997 Option, reduced to $12.125 pursuant to the June 2002 Split. |
4. This total does not include 10,846 shares of ESI common stock beneficially owned under the ESI 401(k) Plan on May 1, 2006. |
5. The option vested in three equal installments on February 10, 1998, 1999 and 2000. |
Remarks: |
Clark D. Elwood, Attorney-In-Fact for Rene R. Champagne | 05/01/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |