X0304 4 2012-01-27 0 0000922475 ITT EDUCATIONAL SERVICES INC ESI 0001275957 FEICHTNER EUGENE W C/O ITT EDUCATIONAL SERVICES INC 13000 NORTH MERIDIAN STREET CARMEL IN 46032-1404 0 1 0 0 EVP & Pres ITT Tech Inst Div Common Stock 2012-01-27 4 F 0 445 66.83 D 3882 D Common Stock 2012-01-27 4 M 0 2615 A 6497 D Common Stock 2012-01-27 4 D 0 2615 62.79 D 3882 D Common Stock 7946 I By Company 401(k) Plan Restricted Stock Units 2012-01-27 4 M 0 2615 D 2012-01-27 2012-01-27 Common Stock 2615 0 D Represents shares withheld to satisfy tax withholding obligations associated with the settlement of 1,442 restricted stock units in the form of Company common stock on a one-for-one basis on January 27, 2012. 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. Christine G. Long, Attorney-In-Fact for Eugene W. Feichtner 2012-01-31