Primerica, Inc. — Director's Dealing 2013

Feb 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2013-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock, par value $0.01	S	2500000	$32.66	Disposed	2488621	Direct

Footnotes

F1: Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership (together, "WP X") is the holder of 4,988,621 shares of common stock, $0.01 par value (the "Common Stock") of Primerica, Inc. a Delaware Corporation (the "Issuer") and warrants exercisable for 4,103,110 shares of common stock (the "Warrants") of the Issuer. 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;

F2: (continues footnote 1) 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 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 and the Warrants of the Issuer held by WP X. Each of WP X, 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." Messrs. Kaye and Landy may be deemed to control the other Warburg Pincus Reporting Persons.

F3: 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.

F4: 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 Warrants of the Issuer covered by this Statement. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of the shares of Common Stock and the Warrants of the Issuer, except to the extent of its or his pecuniary interest in such shares of Common Stock or such Warrants.