Primerica, Inc. — Director's Dealing 2016

May 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2016-05-09

Reporting Person: Williams Donald R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-09	Common Stock	M	20090	—	Acquired	40881.1651	Direct
2016-05-09	Common Stock	F	16448	$50.32	Disposed	24433.1651	Direct
2016-05-09	Common Stock	M	13191	—	Acquired	37624.1651	Direct
2016-05-09	Common Stock	F	8553	$50.32	Disposed	29071.1651	Direct
2016-05-10	Common Stock	G	1000	—	Disposed	28071.1651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-09	Employee Stock Option - 2014	$41.20	M	20090	Disposed	2024-02-11	Common Stock (20090)	Direct
2016-05-09	Employee Stock Option - 2013	$32.63	M	13191	Disposed	2023-02-20	Common Stock (13191)	Direct

Footnotes

F1: Represents the exercise of non-qualified stock options granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan.

F2: Shares withheld to cover the exercise price of the options.