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: Fendler Jeffrey S. (President of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	F	818	$42.19	Disposed	36388.8531	Direct
2016-03-01	Common Stock	M	2019	—	Acquired	38407.8531	Direct
2016-03-01	Common Stock	F	626	$42.19	Disposed	37781.8531	Direct
2016-03-01	Common Stock	M	1748	—	Acquired	39529.8531	Direct
2016-03-01	Common Stock	F	542	$42.19	Disposed	38987.8531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Unit	$	M	2019	Disposed		Common Stock (2019)	Direct
2016-03-01	Restricted Stock Unit	$	M	1748	Disposed		Common Stock (1748)	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.