CITIGROUP INC — Director's Dealing 2011

Sep 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2011-09-16

Reporting Person: CITIGROUP INC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-16	Common Stock, par value $0.01	S	122	$20.13	Disposed	17018430	Indirect

Footnotes

F1: This transaction was executed by Citigroup Global Markets Inc. ("CGMI").

F2: This transaction was effected by CGMI in connection with a short sale against the box.

F3: The securities reported herein are directly beneficially owned by Citigroup Insurance Holding Corporation ("CIHC"), CGMI and Citigroup Trust - Delaware, National Association ("CTDENA"), each of which is an indirect wholly-owned subsidiary of the reporting person. Associated Madison Companies, Inc. ("AMAD") is the sole stockholder of CIHC. Citigroup Financial Products Inc. ("CFP") is the sole stockholder of CGMI. Citigroup Global Markets Holdings Inc. ("CGMH") is the sole stockholder of CFP. Citibank, N.A. ("CNA") is the sole stockholder of CTDENA. Citicorp ("CHI") is the sole stockholder of CNA. Citigroup Inc. ("Citigroup") is the sole stockholder of each of AMAD, CGMH and CHI. AMAD, CFP, CGMH, CNA, CHI and Citigroup are indirect beneficial owners of the securities reported herein.