Sec Form 4 Filing - Addison John A. Jr. @ Primerica, Inc. - 2015-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Addison John A. Jr.
2. Issuer Name and Ticker or Trading Symbol
Primerica, Inc. [ PRI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-Chief Executive Officer
(Last) (First) (Middle)
1 PRIMERICA PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2015
(Street)
DULUTH, GA30099
4. If Amendment, Date Original Filed (MM/DD/YY)
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 03/01/2015 M 6,696 ( 1 ) A $ 0 111,532.782 D
Common Stock 03/01/2015 F 3,054 ( 2 ) D $ 52.74 108,478.782 D
Common Stock 03/02/2015 M 26,381 ( 3 ) A $ 0 134,859.782 D
Common Stock 03/02/2015 S 4,929 ( 4 ) D $ 53.0832 129,930.782 D
Common Stock 03/02/2015 F 16,217 ( 5 ) D $ 53.0832 113,713.782 D
Common Stock 03/02/2015 M 10,045 ( 3 ) A $ 0 123,758.782 D
Common Stock 03/02/2015 S 1,104 ( 4 ) D $ 53.3614 122,654.782 D
Common Stock 03/02/2015 F 7,756 ( 5 ) D $ 53.0832 114,898.782 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
Restricted Stock Unit ( 6 ) 03/01/2015 M 6,696 ( 7 ) ( 7 ) Common Stock 6,696 $ 0 36,758 D
Employee Stock Option $ 32.63 03/02/2015 M 26,381 ( 8 ) 02/20/2023 Common Stock 26,381 $ 0 13,191 D
Employee Stock Option - 2014 $ 41.2 03/02/2015 M 10,045 ( 8 ) 02/11/2024 Common Stock 10,045 $ 0 20,090 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Addison John A. Jr.
1 PRIMERICA PARKWAY
DULUTH, GA30099
X Co-Chief Executive Officer
Signatures
/s/ Stacey K. Geer, attorney in fact 03/03/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents RSUs vested on March 1, 2015.
( 2 )Represents shares withheld to cover taxes due upon the vesting of RSUs.
( 3 )Represents exercised stock options.
( 4 )Shares sold to cover taxes upon exercise of stock options
( 5 )Shares withheld for exercise delivery price.
( 6 )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.
( 7 )Each RSU is granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan and vests on March 1 annually in three equal installments.
( 8 )Represents a non-qualified stock option granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan. The stock options vest on Mar 1 annually in three equal installments.

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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