Primerica, Inc. — Director's Dealing 2010

Apr 21, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Warburg Pincus Private Equity X, L.P. (Director, 10% Owner)
Reporting Person: WARBURG PINCUS X PARTNERS, L.P. (Director, 10% Owner)
Reporting Person: Warburg Pincus X, L.P. (Director, 10% Owner)
Reporting Person: Warburg Pincus X LLC (Director, 10% Owner)
Reporting Person: Warburg Pincus Partners LLC (Director, 10% Owner)
Reporting Person: WARBURG PINCUS & CO (Director, 10% Owner)
Reporting Person: WARBURG PINCUS LLC (Director, 10% Owner)
Reporting Person: KAYE CHARLES R (Director, 10% Owner)
Reporting Person: LANDY JOSEPH (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share ('Common Stock')	16412440	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant	$18	2017-04-15	Common Stock (4103110)		Direct

Footnotes

F1: Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P. (together, "WP X") is the holder of 16,412,440 shares of Common Stock and the Warrant exercisesable for 4,103,110 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), and the general partner of WP X, Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X; (continued on footnote 2)

F2: (continued from footnote 1) and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC may be deemed to be the beneficial owner of the shares of Common Stock held by WP X and the Warrant exercisable for shares of Common Stock held by WP X. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy are a "Reporting Person" and collectively, the "Warburg Pincus Reporting Persons." WP X has the right to nominate two directors to the board of directors of Primerica, Inc. and, as WP X has deputized Messrs. Michael E. Martin and Daniel Zilberman to serve as directors in function, WP X is a director by deputization. (continued on footnote 3)

F3: (continued from footnote 2) The Warburg Pincus Reporting Persons, Citigroup Insurance Holding Corporation ("CIHC"), Associated Madison Companies, Inc. ("AMAD") and Citigroup Inc. (together with CIHC and AMAD, the "Citigroup Parties") may be deemed to be a "group" pursuant to Rule 16a-1(a)(1)(x) of the Exchange Act as a result of certain provisions of the Securities Purchase Agreement WP X entered into on February 8, 2010 with CIHC and Primerica. The Warburg Pincus Reporting Persons do not expressly affirm membership in a group with the Citigroup Parties. The Warburg Pincus Reporting Persons disclaim beneficial ownership of the Common Stock held by the Citigroup Parties.(continued on footnote 4)

F4: (continued from footnote 3) Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that the Warburg Pincus Reporting Persons or any of their respective affiliates are the beneficial owners of any shares of Common Stock beneficially owned by the Citigroup Parties for purposes of Section 16(a) of the Exchange Act, the rules promulgated thereunder or for any other purpose.

F5: Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

F6: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock or the Warrant covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock and the Warrant, except to the extent of its or his pecuniary interest in such shares of Common Stock or such Warrant.

F7: The exercise price for the Warrant is $18.00 per share, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. Under certain circumstances relating to ownership limits for regulatory reasons and in Primerica, Inc.'s charter, Primerica, Inc. may satisfy the requirements of the Warrant upon exercise by delivery of its Non-Voting Common Stock instead of Common Stock.