-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4tVcK6vqWvKk5Bd86M8UguiUz4Rmb0AVOlHWmQHteLmzsOkmGoj6jjKkH4TgB7R Y2eBerBVbMhHh+CabgYyRw== 0000922475-07-000075.txt : 20070522 0000922475-07-000075.hdr.sgml : 20070522 20070522171516 ACCESSION NUMBER: 0000922475-07-000075 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070522 FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEAN JOHN E CENTRAL INDEX KEY: 0001116586 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 07871849 BUSINESS ADDRESS: BUSINESS PHONE: 2022893900 MAIL ADDRESS: STREET 1: LAW OFFICES OF JOHN E. DEAN STREET 2: 1101 VERMONT AVENUE NW - STE 400 CITY: WASHINGTON STATE: DC ZIP: 20005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ITT EDUCATIONAL SERVICES INC CENTRAL INDEX KEY: 0000922475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 362061311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13000 NORTH MERIDIAN CITY: CARMEL STATE: IN ZIP: 46032-1404 BUSINESS PHONE: 317 706 9200 MAIL ADDRESS: STREET 1: 13000 NORTH MERIDIAN STREET STREET 2: - CITY: CARMEL STATE: IN ZIP: 46032-1404 4 1 form4_ex.xml X0202 4 2007-05-22 0 0000922475 ITT EDUCATIONAL SERVICES INC ESI 0001116586 DEAN JOHN E LAW OFFICES OF JOHN E. DEAN 1101 VERMONT AVENUE NW - STE 400 WASHINGTON DC 20005 1 0 0 0 Common Stock 2007-05-22 4 M 0 10000 10.438 A 29343 D Common Stock 2007-05-22 4 S 0 300 109.29 D 29043 D Common Stock 2007-05-22 4 S 0 300 109.45 D 28743 D Common Stock 2007-05-22 4 S 0 100 109.47 D 28643 D Common Stock 2007-05-22 4 S 0 200 109.48 D 28443 D Common Stock 2007-05-22 4 S 0 200 109.46 D 28243 D Common Stock 2007-05-22 4 S 0 300 109.50 D 27943 D Common Stock 2007-05-22 4 S 0 900 109.37 D 27043 D Common Stock 2007-05-22 4 S 0 200 109.38 D 26843 D Common Stock 2007-05-22 4 S 0 100 109.41 D 26743 D Common Stock 2007-05-22 4 S 0 200 109.44 D 26543 D Common Stock 2007-05-22 4 S 0 600 109.43 D 25943 D Common Stock 2007-05-22 4 S 0 100 109.34 D 25843 D Common Stock 2007-05-22 4 S 0 100 109.26 D 25743 D Common Stock 2007-05-22 4 S 0 100 109.03 D 25643 D Common Stock 2007-05-22 4 S 0 100 109.02 D 25543 D Common Stock 2007-05-22 4 S 0 100 109.24 D 25443 D Common Stock 2007-05-22 4 S 0 100 109.27 D 25343 D Common Stock 2007-05-22 4 S 0 200 109.21 D 25143 D Common Stock 2007-05-22 4 S 0 1500 109.20 D 23643 D Common Stock 2007-05-22 4 S 0 500 109.22 D 23143 D Common Stock 2007-05-22 4 S 0 200 109.16 D 22943 D Common Stock 2007-05-22 4 S 0 100 108.99 D 22843 D Common Stock 2007-05-22 4 S 0 100 108.96 D 22743 D Common Stock 2007-05-22 4 S 0 300 108.97 D 22443 D Common Stock 2007-05-22 4 S 0 100 109.07 D 22343 D Common Stock 2007-05-22 4 S 0 800 109.10 D 21543 D Common Stock 2007-05-22 4 S 0 1300 109.18 D 20243 D Common Stock 2007-05-22 4 S 0 600 109.19 D 19643 D Common Stock 2007-05-22 4 S 0 100 109.12 D 19543 D Stock Option (Right to Buy) 10.438 2007-05-22 4 M 0 10000 0 D 1999-08-11 2009-08-11 Common Stock 10000 10000 D Represents a portion of the: (a) 10,000 shares subject to a stock option (right to buy) granted on August 11, 1999 ("1999 Option"); and (b) the increase of 10,000 shares subject to the 1999 Option pursuant to the 2-for-1 split of ESI common stock on June 6, 2002 ("June 2002 Split"). Represents an original exercise price of $20.875 for the shares of ESI common stock subject to the 1999 Option reduced to $10.438 pursuant to the June 2002 Split. Power of Attorney is attached hereto as exhibit 24. This is the first of two Form 4s filed by the reporting person for transactions that occurred on May 22, 2007. Due to software limitations, all of the transactions that occurred on that date cannot be reported on one Form 4. Clark D. Elwood, Attorney-In-Fact for John E. Dean 2007-05-22 EX-24 2 powerofattorney.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Clark D. Elwood and Christine G. Long, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of ITT Educational Services, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any amendments to previously filed forms, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company, and any amendments to previously filed reports or forms;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or any other form or report, complete and execute any amendment or amendments thereto, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of April, 2007.

Signature /s/ John E. Dean

Print Name John E. Dean

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