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*
BLUM CAPITAL PARTNERS LP

(Last) (First) (Middle)
909 MONTGOMERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ITT EDUCATIONAL SERVICES INC [ ESI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 947 D(1)(7)
Common Stock 42,794 D(2)(7)
Common Stock 124,800 D(3)(7)
Common Stock 469,700 D(4)(7)
Common Stock 130,400 D(5)(7)
Common Stock 76,000 D(6)(7)
Common Stock 1,662,125 D(9)
Common Stock 20,651 D(10)
Common Stock 11/04/2010 P 24,200 A $58.06 1,573,488 D(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BLUM CAPITAL PARTNERS LP

(Last) (First) (Middle)
909 MONTGOMERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RICHARD C BLUM & ASSOCIATES INC

(Last) (First) (Middle)
909 MONTGOMERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blum Strategic GP III, L.L.C.

(Last) (First) (Middle)
909 MONTGOMERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blum Strategic GP IV, L.L.C.

(Last) (First) (Middle)
909 MONTGOMERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Saddlepoint Partners GP, L.L.C.

(Last) (First) (Middle)
909 MONTGOMERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94133

(City) (State) (Zip)
Explanation of Responses:
1. These shares are owned directly by Blum Capital Partners, L.P. ("Blum LP"). They may be deemed to be owned indirectly by RCBA Inc., as described in Note (7). RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
2. These shares are owned directly by BK Capital Partners IV, L.P.
3. These shares are owned directly by Stinson Capital Partners, L.P.
4. These shares are owned directly by Stinson Capital Partners C, L.P.
5. These shares are owned directly by Stinson Capital Partners L, L.P.
6. These shares are owned directly by Stinson Capital Partners (QP), L.P.
7. These shares may be deemed to be owned indirectly by the following parties: (i) Blum Capital Partners, L.P. ("Blum LP"), the general partner of the limited partnerships described in Notes (2), (3), (4), (5) and (6); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
8. These shares are owned directly by Blum Strategic Partners III, L.P. ("Strategic III"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP III, L.P. ("Blum GP III LP"), the general partner of Strategic III, and (ii) Blum Strategic GP III, L.L.C. ("Blum GP III"), the general partner of Blum GP III LP. Both Blum GP III LP and Blum GP III disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
9. These shares are owned directly by Blum Strategic Partners IV, L.P. ("Strategic IV"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP IV, L.P. ("Blum GP IV LP"), the general partner of Strategic IV, and (ii) Blum Strategic GP IV, L.L.C. ("Blum GP IV"), the general partner of Blum GP IV LP. Both Blum GP IV LP and Blum GP IV disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
10. These shares are owned directly by Saddlepoint Equity, L.L.C. ("Saddlepoint Equity"). The shares also may be deemed to be owned indirectly by (i) Saddlepoint Partners GP, L.L.C. ("Saddlepoint GP"), the managing member of Saddlepoint Equity; (ii) Blum LP, the managing member of Saddlepoint GP; and (iii) RCBA Inc., the general partner of Blum LP. Saddlepoint GP, Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
Remarks:
See Attached Signature Page 11/08/2010
** 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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