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*

Champagne, Rene R.

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

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

Chairman and Chief Executive Officer              

(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
02-27-03

(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

02-27-03

 

M

 

28,100(1)

A

$2.223(2)

 

 

 

Common Stock

02-27-03

 

S

 

28,100

D

$26.50

101,188(3)

D

 

 

 

 

 

 

 

10,113(4)

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)

$2.223

02-27-03

 

M

 

 

28,100

 (5)

12-22-04

Common Stock

28,100

 

106,900

D

 

Explanation of Responses:

(1) Represents a portion of: (a) 30,000 shares subject to a stock option (right to buy) granted on December 20, 1994 ("1994 Option"); (b) the increase of 15,000 shares subject to the 1994 Option pursuant to the 3-for-2 split of the ESI common stock on April 16, 1996 ("April 1996 Split"); (c) the increase of 22,500 shares subject to the 1994 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 67,500 shares subject to the 1994 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 $10.00 for the shares of ESI common stock subject to the 1994 Option: (a) reduced to $6.667 pursuant to the April 1996 Split; (b) reduced to $4.445 pursuant to the November 1996 Split; and (c) reduced to $2.223 pursuant to the June 2002 Split.
(3) Total represents 50,594 shares beneficially owned as of May 31, 2002; (b) the acquisition of 50,594 shares pursuant to the June 2002 Split; and (c) the acquisition and disposition of 28,100 shares on February 27, 2003 as reported in this Form 4.
(4) Total represents: (a) 4,978 shares beneficially owned on May 31, 2002 under the ESI 401(k) plan; (b) 4,978 shares acquired under the ESI 401(k) plan pursuant to the June 2002 Split; and (c) 157 shares acquired under the ESI 401(k) plan from June 1, 2002 through February 15, 2003.
(5) The option vested in three equal installments on December 20, 1995, 1996 and 1997.
  By: /s/ Clark D. Elwood
             Attorney-In-Fact for Rene R. Champagne
**Signature of Reporting Person		 February 28, 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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