SEC FORM 4

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^*

TANNER GLENN E

(Last)

(First)

(Middle)

13000 NORTH MERIDIAN STREET

(Street)

CARMEL

46032

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Marketing

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/18/2007		M⁽¹⁾		8,000⁽²⁾	A	$9.719⁽³⁾	8,000	D
Common Stock	06/18/2007		M⁽¹⁾		6,000⁽⁴⁾	A	$17.25⁽⁵⁾	14,000	D
Common Stock	06/18/2007		S⁽¹⁾		100	D	$112.55	13,900	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.58	13,700	D
Common Stock	06/18/2007		S⁽¹⁾		100	D	$112.59	13,600	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.6	13,400	D
Common Stock	06/18/2007		S⁽¹⁾		500	D	$112.61	12,900	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.63	12,700	D
Common Stock	06/18/2007		S⁽¹⁾		400	D	$112.65	12,300	D
Common Stock	06/18/2007		S⁽¹⁾		100	D	$112.68	12,200	D
Common Stock	06/18/2007		S⁽¹⁾		300	D	$112.69	11,900	D
Common Stock	06/18/2007		S⁽¹⁾		400	D	$112.71	11,500	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.72	11,300	D
Common Stock	06/18/2007		S⁽¹⁾		300	D	$112.73	11,000	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.74	10,800	D
Common Stock	06/18/2007		S⁽¹⁾		300	D	$112.75	10,500	D
Common Stock	06/18/2007		S⁽¹⁾		100	D	$112.77	10,400	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.78	10,200	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.79	10,000	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.8	9,800	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.81	9,600	D
Common Stock	06/18/2007		S⁽¹⁾		100	D	$112.82	9,500	D
Common Stock	06/18/2007		S⁽¹⁾		1,800	D	$112.83	7,700	D
Common Stock	06/18/2007		S⁽¹⁾		300	D	$112.85	7,400	D
Common Stock	06/18/2007		S⁽¹⁾		400	D	$112.86	7,000	D
Common Stock	06/18/2007		S⁽¹⁾		300	D	$112.87	6,700	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$112.88	6,500	D
Common Stock	06/18/2007		S⁽¹⁾		100	D	$112.93	6,400	D
Common Stock	06/18/2007		S⁽¹⁾		200	D	$113.05	6,200	D
Common Stock	06/18/2007		S⁽¹⁾		100	D	$113.06	6,100	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$9.719⁽³⁾	06/18/2007		M⁽¹⁾			8,000⁽²⁾	⁽⁶⁾	01/25/2011	Common Stock	8,000⁽²⁾	$0	0	D
Common Stock	$17.25⁽⁵⁾	06/18/2007		M⁽¹⁾			6,000⁽⁴⁾	⁽⁷⁾	01/24/2012	Common Stock	6,000⁽⁴⁾	$0	0	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 May 15, 2007.

2. Represents the: (a) 4,000 shares subject to a stock option (right to buy) granted on January 23, 2001 ("2001 Option"); and (b) the increase of 4,000 shares subject to the 2001 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 $19.438 for the shares of ESI common stock subject to the 2001 Option, reduced to $9.719 pursuant to the June 2002 Split.

4. Represents the: (a) 3,000 shares subject to a stock option (right to buy) granted on January 22, 2002 ("2002 Option"); and (b) the increase of 3,000 shares subject to the 2002 Option pursuant to the June 2002 Split.

5. Represents an original exercise price of $34.50 for the shares of ESI common stock subject to the 2002 Option, reduced to $17.25 pursuant to the June 2002 Split.

6. The option vested in three equal installments on January 23, 2002, 2003 and 2004.

7. The option vested in three equal installments on January 22, 2003, 2004 and 2005.

Remarks:

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 June 18, 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 Glenn E. Tanner	06/19/2007
	** 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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