Primerica, Inc. — Director's Dealing 2010

Apr 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2010-04-01

Reporting Person: Mason Mark (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-01	Common Stock	J	74999900	—	Acquired	75000000	Indirect
2010-04-01	Common Stock	S	5021412	—	Disposed	69978588	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-01	Warrant	$18.00	J	4103100	Acquired		Common Stock (4103100)	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 acquired by Citigroup Insurance Holding Corporation ("CIHC") pursuant to the Exchange and Transfer Agreement, dated March 31, 2010, between the Issuer and CIHC pursuant to which the Issuer issued 74,999,900 shares of common stock to CIHC, warrants to purchase 4,103,100 shares of common stock and a $300 million note in exchange for CIHC's transfer to the Issuer of the capital stock of CIHC's subsidiaries that held the businesses comprising the Issuer's operations.

F3: These securities were contributed to the Issuer by CIHC for no consideration pursuant to the Contribution Agreement, dated March 31, 2010, between CIHC and the Issuer.

F4: These warrants expire seven years from the Closing Date, as such term is defined in the Securities Purchase Agreement, dated February 8, 2010, among 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).