Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mason Mark
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3120 BRECKINRIDGE BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2010
(Street)

DULUTH, GA 30099		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 04/01/2010   J(2)   74,999,900 A (2) 75,000,000 I By Citigroup Insurance Holding Corporation
Common Stock (1) 04/01/2010   S   5,021,412 D (3) 69,978,588 I By Citigroup Insurance Holding Corporation

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Warrant (1) $ 18 04/01/2010   J(2)   4,103,100   04/01/2010   (4) Common Stock 4,103,100 (2) 4,103,100 I By Citigroup Insurance Holding Corporation

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mason Mark
3120 BRECKINRIDGE BLVD.
DULUTH, GA 30099		   X      

Signatures

 /s/ Stacey K. Geer, attorney in fact   04/02/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Reporting Person is the designee of Citigroup Inc. ("Citigroup") to the Issuer's Board of Directors pursuant to the Intercompany Agreement by and between Primerica, Inc. and Citigroup, the form of which was filed by the Issuer as Exhibit 10.1 to its Registration Statement on Form S-1 (No. 333-162918).
(2) These securities were acquired by Citigroup Insurance Holding Corporation ("CIHC") pursuant to the Exchange and Transfer Agreement, dated March 31, 2010, between the Issuer and CIHC pursuant to which the Issuer issued 74,999,900 shares of common stock to CIHC, warrants to purchase 4,103,100 shares of common stock and a $300 million note in exchange for CIHC's transfer to the Issuer of the capital stock of CIHC's subsidiaries that held the businesses comprising the Issuer's operations.
(3) These securities were contributed to the Issuer by CIHC for no consideration pursuant to the Contribution Agreement, dated March 31, 2010, between CIHC and the Issuer.
(4) These warrants expire seven years from the Closing Date, as such term is defined in the Securities Purchase Agreement, dated February 8, 2010, among CIHC, the Issuer, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P., which was filed by the Issuer as Exhibit 2.1 to its Registration Statement on Form S-1 (No. 333-162918).

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