Sec Form 4/A Filing - Adams Michael C. @ Primerica, Inc. - 2012-02-21

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Adams Michael C. 2. Issuer Name and Ticker or Trading Symbol Primerica, Inc. [ PRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 3120 BRECKINRIDGE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2012 (Street) DULUTH, GA30099 4. If Amendment, Date Original Filed (MM/DD/YY) 02/28/2012 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/21/2012 A 16,446 ( 1 ) A $ 0 107,245.2494 D Common Stock 02/22/2012 F 1,690 ( 2 ) D $ 25.59 105,555.2494 D Common Stock 02/27/2012 S 400 ( 3 ) D $ 24.91 105,155.2494 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adams Michael C. 3120 BRECKINRIDGE BOULEVARD DULUTH, GA30099 Executive Vice President Signatures /s/ Stacey K. Geer, attorney in fact 03/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock award granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan. The restricted stock vests in three equal annual installments on each of the first, second and third anniversary of the date of grant. ( 2 )Shares withheld to cover taxes upon vesting of 3391 restricted shares on Feb 22, 2012. ( 3 )Shares sold pursuant to 10b5-1 trading plan.

Remarks: This Form 4 Amendment amends the footnotes to the Form 4 filed Feb 28, 2012 as follows: Footnote (1) is amended to read "Amended and Restated 2010 Omnibus Incentive Plan; Footnote (2) is amended to reflect Feb 22, 2012 as the vesting date instead of 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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