8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

DATE OF REPORT (Date of earliest event reported): November 21, 2014

ITT EDUCATIONAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13144	36-2061311
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

13000 North Meridian Street

Carmel, Indiana 46032-1404

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (317) 706-9200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04.    Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On November 21, 2014, notification was made to ITT Educational Services, Inc. (the “Company”) pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period (the “Blackout Period”) with respect to the ESI 401(k) Plan (the “Plan”). The Blackout Period is required due to a change in the record-keeper of the Plan and a change in investment options under the Plan.  The Blackout Period is expected to begin at 1:00 p.m. Eastern Time on December 24, 2014, and end during the week ending January 31, 2015. During the Blackout Period, participants in the Plan will be unable to direct or diversify investments in their individual accounts, obtain a loan, or obtain a distribution from the Plan.

On November 26, 2014, the Company sent a notice to its directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended (the “BTR Notice”). The BTR Notice informed the Company’s directors and executive officers of the Blackout Period and of the restrictions on trading in the common stock of the Company (including with respect to derivative securities) that apply to them during the Blackout Period.  A copy of the BTR Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

During the Blackout Period and for a period of two years after the ending date of the Blackout Period, shareholders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting the Company’s Executive Vice President, Chief Administrative and Legal Officer, 13000 N. Meridian Street, Carmel, IN 46032, 317-706-9200.

Item 9.01.                   Financial Statements and Exhibits.

(d) Exhibits:

The following exhibit is being filed herewith:

Exhibit No.                                    Description

99.1 Notice of Blackout Period to Directors and Executive Officers dated November 26, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 26, 2014

ITT Educational Services, Inc.

By:  /s/ Ryan L. Roney                                                                

       Name: Ryan L. Roney

       Title: Executive Vice President, Chief

Administrative and Legal Officer

INDEX TO EXHIBITS

Exhibit No.                                           Description

99.1 Notice of Blackout Period to Directors and Executive Officers dated November 26, 2014

EX-99.1

Exhibit 99.1

IMPORTANT NOTICE OF 401(k) PLAN BLACKOUT PERIOD

TO:	Directors and Executive Officers of ITT Educational Services, Inc.
FROM:	Ryan L. Roney, Executive Vice President, Chief Administrative and Legal Officer
DATE:	November 26, 2014

This notice is to inform you of additional restrictions on the trading of common stock of ITT Educational Services, Inc. (the “Company”) that will affect you directly due to a planned blackout period for participants in the ESI 401(k) (the "Plan"). The blackout period is required in connection with a change in the record-keeper of the Plan and a change in investment options under the Plan.

The blackout period for the Plan is expected to begin at 1:00 p.m. Eastern Time on December 24, 2014, and end during the week ending January 31, 2015 (such actual blackout period, the “Blackout Period”). During the Blackout Period, participants in the Plan will be unable to direct or diversify investments in their individual accounts, obtain a loan, or obtain a distribution from the Plan.

The Sarbanes-Oxley Act of 2002 and Regulation BTR of the Securities Exchange Act of 1934, as amended, provide that, during the Blackout Period, all directors and executive officers of the Company are, with limited exceptions, prohibited from purchasing, selling or otherwise acquiring or transferring any equity security of the Company (including stock options and other derivative securities relating to the Company), regardless of whether the director or executive officer participates in the Plan. This Blackout Period not only restricts your ability to engage in transactions in Company common stock held under the Plan, but also in Company common stock or other equity awards held in accounts outside of the Plan.   As a director or executive officer, these prohibitions apply to you and to members of your immediate family who share your household, as well as to trusts, corporations and other entities whose share ownership may be attributed to you.  This means that during the period from 1:00 p.m. Eastern Time on December 24, 2014, until the Blackout Period ends, expected during the week ending January 31, 2015, you will not be able to, directly or indirectly, buy, sell or otherwise acquire, exercise, transfer or dispose of any shares of Company common stock or any derivative of Company common stock.  While certain narrow exceptions to this prohibition exist, you should not engage in any transaction without first confirming with me whether an exception is available.

If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

The above prohibition is in addition to other restrictions on your ability to trade in the Company’s common stock that are imposed on the Company’s directors and executive officers, including under the Company’s Insider Trading Policy.

If you have any questions regarding this notice, or if during the Blackout Period you wish to obtain, without charge, information as to whether the Blackout Period has begun or ended, please contact Ryan L. Roney, 13000 N. Meridian Street, Carmel, IN 46032, 317-706-9200.