Primerica, Inc. — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2016-03-01

Reporting Person: Kelly William A. (President of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	F	819	$42.19	Disposed	27017	Direct
2016-03-01	Common Stock	M	2013	—	Acquired	29030	Direct
2016-03-01	Common Stock	F	625	$42.19	Disposed	28405	Direct
2016-03-01	Common Stock	M	1776	—	Acquired	30181	Direct
2016-03-01	Common Stock	F	551	$42.19	Disposed	29630	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Unit	$	M	2013	Disposed		Common Stock (2013)	Direct
2016-03-01	Restricted Stock Unit	$	M	1776	Disposed		Common Stock (1776)	Direct

Footnotes

F1: Represents shares withheld to cover taxes due upon the vesting of restricted shares.

F2: Represents RSUs vested on March 1, 2016.

F3: Represents shares withheld to cover taxes due upon the vesting of RSUs.

F4: Each RSU is granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan and represents a contingent right to receive one share of PRI common stock.

F5: The RSUs vest annually on March 1 in three equal installments.