Sec Form 4 Filing - Williams Donald R. @ Primerica, Inc. - 2015-03-17

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
Williams Donald R.
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)
03/17/2015
(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 03/09/2015 G V 50,000 ( 1 ) D $ 0 109,585.1651 D
Common Stock 03/17/2015 S 35,000 ( 2 ) D $ 51.2581 74,585.1651 D
Common Stock 03/18/2015 S 15,000 ( 2 ) D $ 51.0425 59,585.1651 D
Common Stock 03/18/2015 S 20,000 ( 3 ) D $ 51.0313 30,000 I By Trust
Common Stock 03/19/2015 S 30,000 ( 3 ) D $ 50.0976 0 I By Trust
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 Ex piration 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
Williams Donald R.
1 PRIMERICA PARKWAY
DULUTH, GA30099
X Co-Chief Executive Officer
Signatures
/s/ Stacey K. Geer, attorney in fact 03/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares contributed to a charitable remainder trust of which the reporting person is a trustee and he and his wife are beneficiaries. The reporting person continues to report beneficial ownership of the common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.
( 2 )Shares sold pursuant to 10b5-1 trading plan.
( 3 )Shares sold by charitable remainder trust pursuant to 10b5-1 trading plan.

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