X0304 4 2012-01-27 0 0000922475 ITT EDUCATIONAL SERVICES INC ESI 0001174303 MODANY KEVIN M C/O ITT EDUCATIONAL SERVICES INC 13000 NORTH MERIDIAN STREET CARMEL IN 46032-1404 1 1 0 0 CEO Common Stock 2012-01-27 4 M 0 11354 A 29603 D Common Stock 2012-01-27 4 D 0 11354 62.79 D 18249 D Common Stock 2012-01-30 4 M 0 10500 49.74 A 28749 D Common Stock 2012-01-30 4 S 0 10500 64.5015 D 18249 D Common Stock 2012-01-30 4 M 0 2000 49.74 A 20249 D Common Stock 2012-01-30 4 S 0 2000 65.0047 D 18249 D Common Stock 2012-01-30 4 M 0 1069 49.74 A 19318 D Common Stock 2012-01-30 4 S 0 1069 66.1349 D 18249 D Common Stock 228 I By Company 401(k) Plan Restricted Stock Units 2012-01-27 4 M 0 11354 D 2012-01-27 2012-01-27 Common Stock 11354 0 D Employee Stock Option (Right to Buy) 49.74 2012-01-30 4 M 0 13569 0 D 2005-10-24 2012-02-02 Common Stock 13569 0 D This transaction relates to the settlement of certain restricted stock units awarded to the reporting person on January 27, 2011. Each restricted stock unit was the economic equivalent to one share of Company common stock. Each of these restricted stock units was settled in cash in an amount equal to the average of the closing market prices of the Company's common stock over the 20 trading days prior to the settlement date of January 27, 2012. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 8, 2011. Represents a portion of the 22,400 shares subject to a stock option (right to buy) with an effective grant date of February 2, 2005. This transaction was executed in multiple trades at prices ranging from $63.9087 to $64.90. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. This transaction was executed in multiple trades at prices ranging from $64.91 to $65.54. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. This transaction was executed in multiple trades at prices ranging from $65.92 to $66.31. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Christine G. Long, Attorney-In-Fact for Kevin M. Modany 2012-01-31