X0304 4 2012-02-09 0 0000922475 ITT EDUCATIONAL SERVICES INC ESI 0001326647 Fitzpatrick Daniel M C/O ITT EDUCATIONAL SERVICES INC 13000 NORTH MERIDIAN STREET CARMEL IN 46032-1404 0 1 0 0 EVP, Chief Financial Officer Common Stock 2012-02-09 4 M 0 5100 47.22 A 7235 D Common Stock 2012-02-09 4 S 0 5100 75.1192 D 2135 D Employee Stock Option (Right to Buy) 47.22 2012-02-09 4 M 0 5100 0 D 2012-06-06 Common Stock 5100 8145 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 25, 2011. Represents a portion of the 18,245 shares subject to a stock option (right to buy) with an effective grant date of June 6, 2005. This transaction was executed in multiple trades at prices ranging from $75.00 to $75.32. 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 informatino regarding the number of shares sold at each separate price. The stock option vested in thirds on June 6, 2006, 2007 and 2008. Christine G. Long, Attorney-In-Fact for Daniel M. Fitzpatrick 2012-02-13