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CITIGROUP INC Director's Dealing 2011

Dec 21, 2011

14792_dirs_2011-12-21_c08cf133-f491-42ec-8cf2-790b52b4a358.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2011-12-19

Reporting Person: CITIGROUP INC (Director, Former 10% Owner)
Reporting Person: ASSOCIATED MADISON COMPANIES INC (Director, Former 10% Owner)
Reporting Person: CITIGROUP INSURANCE HOLDING CORP (Director, Former 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-19 Common Stock, par value $0.01 S 8081542 $21.677 Disposed 16061 Indirect

Footnotes

F1: Includes 8,081,542 shares of common stock that were directly beneficially owned by Citigroup Insurance Holding Corporation ("CIHC"). Associated Madison Companies, Inc. ("AMAD") is the sole stockholder of CIHC. Citigroup Inc. ("Citigroup") is the sole stockholder of AMAD. AMAD and Citigroup were indirect beneficial owners of these securities.

F2: Includes 16,061 shares of common stock that are held by certain subsidiaries of Citigroup, other than CIHC and AMAD, which shares were acquired in the ordinary course of business of such subsidiaries. Citigroup is the indirect beneficial owner of these securities.