-----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, MRhLYV1GFl2EyzO/I8F/OkN4/aBKB35jyKd2eSLP9WDxX3ng2cPqbsmsrprxQwQf Dc86WAhKOlPuoFD1DkFUeg== 0000922475-07-000121.txt : 20070905 0000922475-07-000121.hdr.sgml : 20070905 20070905113810 ACCESSION NUMBER: 0000922475-07-000121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070904 FILED AS OF DATE: 20070905 DATE AS OF CHANGE: 20070905 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELWOOD CLARK D CENTRAL INDEX KEY: 0001116587 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 071098727 BUSINESS ADDRESS: BUSINESS PHONE: 3177069200 MAIL ADDRESS: STREET 1: C/O ITT EDUCATIONAL SERVICES INC STREET 2: 13000 NORTH MERIDIAN STREET CITY: CARMEL STATE: IN ZIP: 46032-1404 4 1 form4_ex.xml X0202 4 2007-09-04 0 0000922475 ITT EDUCATIONAL SERVICES INC ESI 0001116587 ELWOOD CLARK D C/O ITT EDUCATIONAL SERVICES INC 13000 NORTH MERIDIAN STREET CARMEL IN 46032-1404 0 1 0 0 Sr VP, Gen Counsel & Secretary Common Stock 2007-09-04 4 M 0 15000 17.063 A 23304 D Common Stock 2007-09-04 4 M 0 10000 9.719 A 33304 D Common Stock 2007-09-04 4 S 0 2500 108.82 D 30804 D Common Stock 2007-09-04 4 S 0 100 108.70 D 30704 D Common Stock 2007-09-04 4 S 0 100 108.69 D 30604 D Common Stock 2007-09-04 4 S 0 400 108.68 D 30204 D Common Stock 2007-09-04 4 S 0 100 108.67 D 30104 D Common Stock 2007-09-04 4 S 0 100 108.66 D 30004 D Common Stock 2007-09-04 4 S 0 100 108.65 D 29904 D Common Stock 2007-09-04 4 S 0 100 108.64 D 29804 D Common Stock 2007-09-04 4 S 0 200 108.63 D 29604 D Common Stock 2007-09-04 4 S 0 500 108.62 D 29104 D Common Stock 2007-09-04 4 S 0 500 108.61 D 28604 D Common Stock 2007-09-04 4 S 0 700 108.60 D 27904 D Common Stock 2007-09-04 4 S 0 300 108.59 D 27604 D Common Stock 2007-09-04 4 S 0 400 108.58 D 27204 D Common Stock 2007-09-04 4 S 0 400 108.57 D 26804 D Common Stock 2007-09-04 4 S 0 400 108.56 D 26404 D Common Stock 2007-09-04 4 S 0 400 108.55 D 26004 D Common Stock 2007-09-04 4 S 0 200 108.51 D 25804 D Common Stock 2007-09-04 4 S 0 200 108.50 D 25604 D Common Stock 2007-09-04 4 S 0 200 108.39 D 25404 D Common Stock 2007-09-04 4 S 0 200 108.38 D 25204 D Common Stock 2007-09-04 4 S 0 200 108.37 D 25004 D Common Stock 2007-09-04 4 S 0 200 108.36 D 24804 D Common Stock 2007-09-04 4 S 0 500 108.35 D 24304 D Common Stock 2007-09-04 4 S 0 200 108.33 D 24104 D Common Stock 2007-09-04 4 S 0 200 108.32 D 23904 D Common Stock 2007-09-04 4 S 0 200 108.31 D 23704 D Common Stock 2007-09-04 4 S 0 200 108.30 D 23504 D Stock Option (Right to Buy) 17.063 2007-09-04 4 M 0 15000 0 D 2009-01-28 Common Stock 15000 0 D Stock Option (Right to Buy) 9.719 2007-09-04 4 M 0 10000 0 D 2011-01-25 Common Stock 10000 3334 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2007. Represents a portion of the: (a) 20,000 shares subject to a stock option (right to buy) with an effective grant date of January 26, 1999 ("1999 Option"); and (b) the increase of 20,000 shares subject to the 1999 Option pursuant to the 2-for-1 split of the ESI common stock on June 6, 2002 ("June 2002 Split"). Represents an original exercise price of $34.125 for the shares of ESI common stock subject to the 1999 Option, reduced to $17.063 pursuant to the June 2002 Split. Represents a portion of the: (a) 20,000 shares subject to a stock option (right to buy) with an effective grant date of January 23, 2001 ("2001 Option"); and (b) the increase of 20,000 shares subject to the 2001 Option pursuant to the June 2002 Split. Represents an original exercise price of $19.438 for the shares of ESI common stock subject to the 2001 Option, reduced to $9.719 pursuant to the June 2002 Split. The option vested in three equal installments on January 26, 2000, 2001 and 2002. The option vested in three equal installments on January 23, 2002, 2003 and 2004. Power of Attorney is attached hereto as exhibit 24. This is the first of three Form 4s filed by the reporting person for transactions that occurred on September 4, 2007. Due to software limitations, all of the transactions that occurred on that date cannot be reported on one Form 4. Christine G. Long, Attorney-In-Fact for Clark D. Elwood 2007-09-05 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/ Clark D. Elwood

Print Name Clark D. Elwood

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