Sec Form 4 Filing - Zhang Yude @ ITT EDUCATIONAL SERVICES INC - 2016-08-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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1. Name and Address of Reporting Person
Zhang Yude
2. Issuer Name and Ticker or Trading Symbol
ITT EDUCATIONAL SERVICES INC [ ESI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
51 GOLDEN EAGLE,
3. Date of Earliest Transaction (MM/DD/YY)
08/29/2016
(Street)
IRVINE, CA92603
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership 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 08/29/2016 S 1,220,000 D $ 0.47 ( 1 ) 2,009,382 I See footnote ( 2 )
Common Stock 08/30/2016 S 2,009,382 D $ 0.37 ( 3 ) 0 I See footnote ( 2 )
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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zhang Yude
51 GOLDEN EAGLE
IRVINE, CA92603
X
Zhang Zhifeng
HUALI RD #1 HUALI XUE YUAN GUANG SHAN RD
ZENG CHENG DISTRICT
GUANGZHOU, F4511325
X
Signatures
/s/ Yude Zhang 08/31/2016
Signature of Reporting Person Date
/s/ Yude Zhang, on behalf of Zhifeng Zhang 08/31/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 29, 2016 and August 30, 2016, the Reporting persons sold all of the then beneficially owned by them in open market transactions. The transaction on August 29, 2016 was executed in multiple trades at prices ranging from $0.43 to $0.50. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 2 )Shares of Common Stock owned by KHLU Limited. Mr. Zhifeng Zhang is the sole shareholder of the KHLU Limited and has voting and dispositive power over the shares held by KHLU Limited. Mr. Yude Zhang is the director of KHLU Limited and has voting and dispositive power over the shares held by KHLU Limited.
( 3 )This transaction was executed in one trade at $0.37 per share. The transaction on August 30, 2016 was executed in multiple trades at prices ranging from $0.36 to $0.43. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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).
** 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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