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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 03/28/2013
	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	04/01/2013		J(8)		11,300	A	$0.00	11,300	D(1)
Common Stock	04/01/2013		J(8)		11,524	D	$0.00	0	D(2)(5)
Common Stock	04/01/2013		J(8)		6,815	A	$0.00	11,524	D(2)(5)
Common Stock	03/28/2013		J(8)		10,003	D	$0.00	0	D(3)(5)
Common Stock	03/28/2013		J(8)		38,012	D	$0.00	0	D(4)(5)
Common Stock								1,623,488	D(6)
Common Stock								1,662,125	D(7)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Richard C. Blum & Associates, Inc. ("RCBA Inc.")

2. These shares were owned directly by Blum Capital Partners, L.P. ("Blum LP"). They may have been deemed to have been owned indirectly by RCBA Inc., as described in Note (5). RCBA Inc. disclaimed beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

3. These shares were owned directly by BK Capital Partners IV, L.P.

4. These shares were owned directly by Stinson Capital Partners, L.P.

5. These shares may have been deemed to have been owned indirectly by the following parties: (i) Blum LP, the general partner of the limited partnerships described in Notes (3) and (4); and (ii) RCBA Inc., the general partner of Blum LP. Blum LP and RCBA Inc. disclaimed beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

6. 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.

7. 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.

8. The Reporting Persons distributed, on a pro rata basis, 48,015 shares of Common Stock to several limited partners in two of the limited partnerships for which Blum LP serves as the general partner and transferred 6,815 shares of Common Stock to Blum LP in a liquidating distribution, who in turn distributed 11,524 shares to its limited partners.

Remarks:

	See Attached Signature Page	04/03/2013
	** 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).
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