Primerica, Inc. — Director's Dealing 2010

Apr 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2010-04-15

Reporting Person: Mason Mark (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-15	Common Stock	S	16412440	—	Disposed	29002148	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-15	Warrants	$18.00	S	4103110	Disposed	2017-04-15	Common Stock (4103110)	Indirect

Footnotes

F1: The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Reporting Person is the designee of Citigroup Inc. ("Citigroup") to the Issuer's Board of Directors pursuant to the Intercompany Agreement by and between Primerica, Inc. and Citigroup, the form of which was filed by the Issuer as Exhibit 10.1 to its Registration Statement on Form S-1 (No. 333-162918).

F2: These securities were sold pursuant to a Securities Purchase Agreement, dated February 8, 2010, among Citigroup Insurance Holding Corporation ("CIHC"), the Issuer, Warburg Pincus Private Equity X, L.P., and Warburg Pincus X Partners, L.P., which was filed by the Issuer as Exhibit 2.1 to its Registration Statement on Form S-1 (No. 333-162918), for an aggregate purchase price of $230,000,000.