Primerica, Inc. — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Primerica, Inc. (PRI)
CIK: 0001475922
Period of Report: 2017-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	M	2013	—	Acquired	20143	Direct
2017-03-01	Common Stock	F	625	$80.75	Disposed	19518	Direct
2017-03-01	Common Stock	M	1776	—	Acquired	21294	Direct
2017-03-01	Common Stock	F	551	$80.75	Disposed	20743	Direct
2017-03-01	Common Stock	M	3251	—	Acquired	23994	Direct
2017-03-01	Common Stock	F	1008	$80.75	Disposed	22986	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Restricted Stock Unit	$	A	5306	Acquired		Common Stock (5306)	Direct
2017-03-01	Restricted Stock Unit	$	M	2013	Disposed		Common Stock (2013)	Direct
2017-03-01	Restricted Stock Unit	$	M	1776	Disposed		Common Stock (1776)	Direct
2017-03-01	Restricted Stock Unit	$	M	3251	Disposed		Common Stock (3251)	Direct

Footnotes

F1: Represents RSUs vested on March 1, 2017.

F2: Represents shares withheld to cover taxes due upon the vesting of RSUs.

F3: 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.

F4: The RSUs vest annually in three equal installments beginning on March 1, 2018.

F5: The RSUs vest annually in three equal installments.