X0304 4 2012-02-13 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 2012-02-13 4 A 0 3836 0 A 5971 D Common Stock 2012-02-13 4 A 0 8545 0 A 14516 D Common Stock 2012-02-13 4 M 0 2400 47.22 A 16916 D Common Stock 2012-02-13 4 S 0 2400 75.00 D 14516 D Employee Stock Option (Right to Buy) 75.16 2012-02-13 4 A 0 11000 0 A 2019-02-13 Common Stock 11000 11000 D Employee Stock Option (Right to Buy) 47.22 2012-02-13 4 M 0 2400 0 D 2012-06-06 Common Stock 2400 5745 D Restricted stock units awarded under the 2006 ITT Educational Services, Inc. Equity Compensation Plan (the "2006 Plan"), a Rule 16b-3 plan. This award will settle in three equal installments on February 13, 2013, 2014 and 2015 in the form of one share of the Company's common stock for each restricted stock unit being settled. Restricted stock units awarded under the 2006 Plan. This award will settle in full on February 13, 2015 in the form of one share of the Company's common stock for each restricted stock unit being settled. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 25, 2011. Option awarded under the 2006 Plan. The option vests in three equal installments on February 13, 2013, 2014 and 2015. 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 stock option vested in thirds on June 6, 2006, 2007 and 2008. Christine G. Long, Attorney-In-Fact for Daniel M. Fitzpatrick 2012-02-15