Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Elwood, Clark D.

2. Issuer Name and Ticker or Trading Symbol
ITT Educational Services, Inc. ESI

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

Senior Vice President, General Counsel and Secretary

(Last)      (First)     (Middle)

5975 Castle Creek Parkway, North Drive
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
01-29-03

(Street)

Indianapolis, IN 46250

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

01-29-03

 

M

 

45,000(1)

A

$4.445(2)

 

 

 

Common Stock

01-29-03

 

S

 

600

D

$25.51

 

 

 

Common Stock

01-29-03

 

S

 

44,400

D

$25.50

 

 

 

Common Stock

01-29-03

 

M

 

50,000(3)

A

$10.844(4)

 

 

 

Common Stock

01-29-03

 

S

 

50,000

D

$25.50

 

 

 

Common Stock

01-29-03

 

M

 

40,000(5)

A

$6.750(6)

 

 

 

Common Stock

01-29-03

 

S

 

40,000

D

$25.50

 

 

 

Common Stock

01-29-03

 

M

 

26,666(7)

A

$9.719(8)

 

 

 

Common Stock

01-29-03

 

S

 

26,666

D

$25.50

8,304(9)

D

 

 

 

 

 

 

 

 

 

5,915(10)

I

By 401(k) Plan
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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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Option (Right to Buy)

$4.445

01-29-03

 

M

 

 

45,000

 (11)

10-04-05

Common Stock

45,000

 

0

D

 

Stock Option (Right to Buy)

$10.844

01-29-03

 

M

 

 

50,000

 (12)

01-15-08

Common Stock

50,000

 

0

D

 

Stock Option (Right to Buy)

$6.750

01-29-03

 

M

 

 

40,000

 (13)

01-09-10

Common Stock

40,000

 

0

D

 

Stock Option (Right to Buy)

$9.719

01-29-03

 

M

 

 

26,666

 (14)

01-25-11

Common Stock

40,000

 

13,334

D

 

Explanation of Responses:

(1) Total represents: (a) 10,000 shares subject to a stock option (right to buy) granted on October 2, 1995 ("1995 Option"); (b) the increase of 5,000 shares subject to the 1995 Option pursuant to the 3-for-2 split of the ESI common stock on April 16, 1996 ("April 1996 Split"); (c) the increase of 7,500 shares subject to the 1995 Option pursuant to the 3-for-2 split of the ESI common stock on November 5, 1996 ("November 1996 Split"); and (d) the increase of 22,500 shares subject to the 1995 Option pursuant to the 2-for-1 split of the ESI common stock on June 6, 2002 ("June 2002 Split").
(2) Represents an original exercise price of $20.00 for the shares of ESI common stock subject to the 1995 Option: (a) reduced to $13.333 pursuant to the April 1996 Split; (b) reduced to $8.889 pursuant to the November 1996 Split; and (c) reduced to $4.445 pursuant to the June 2002 Split.
(3) Total represents: (a) 25,000 shares subject to a stock option (right to buy) granted on January 13, 1998 ("1998 Option"); and (b) the increase of 25,000 shares subject to the 1998 Option pursuant to the June 2002 Split.
(4) Represents an original exercise price of $21.688 for the shares of ESI common stock subject to the 1998 Option reduced to $10.844 pursuant to the June 2002 Split.
(5) Total represents: (a) 20,000 shares subject to a stock option (right to buy) granted on January 7, 2000 ("2000 Option"); and (b) the increase of 20,000 shares subject to the 2000 Option pursuant to the June 2002 Split.
(6) Represents an original exercise price of $13.50 for the shares of ESI common stock subject to the 2000 Option reduced to $6.75 pursuant to the June 2002 Split.
(7) Total represents: (a) 13,333 shares subject to a stock option (right to buy) granted January 23, 2001 ("2001 Option"); and (b) the increase of 13,333 shares subject to the 2001 Option pursuant to the June 2002 Split.
(8) Represents an original exercise price of $19.438 for shares of ESI common stock subject to the 2001 Option reduced to $9.719 pursuant to the June 2002 Split.
(9) Total represents: (a) 4,152 shares beneficially owned as of May 31, 2002; (b) the acquisition of 4,152 shares pursuant to the June 2002 Split; and (c) the acquisition and disposition of 161,666 shares on January 29, 2003 as reported on this Form 4.
(10) Total represents: (a) 2,886 shares beneficially owned on May 31, 2002 under the ESI 401(k) plan; (b) 2,886 shares acquired under the ESI 401(k) plan pursuant to the June 2002 Split; and (c) 143 shares acquired under the ESI 401(k) plan from June 1, 2002 through January 15, 2003.
(11) The option vested in three equal installments on October 2, 1996, 1997 and 1998.
(12) The option vested in three equal installments on January 13, 1999, 2000 and 2001.
(13) The option vested in three equal installments on January 7, 2001, 2002 and 2003.
(14) The option vests in three equal installments on January 23, 2002, 2003 and 2004.
  By: /s/ Clark D. Elwood
             Clark D. Elwood
**Signature of Reporting Person		 January 30, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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