Home > Insider Trading > Filing (0001209191-10-020064)

Filing Details

Accession Number:: 0001209191-10-020064
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-04-02 13:00:00
Reporting Period:: 2010-04-01

Filing Date:: 2010-04-02
Accepted Time:: 2010-04-02 12:27:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1475922	Primerica Inc.	PRI	Life Insurance (6311)	271204330

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1487290	Mark Mason	3120 Breckinridge Blvd. Duluth GA 30099		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-04-01	74,999,900	$0.00	75,000,000	No	4	J	Indirect	By Citigroup Insurance Holding Corporation
Common Stock	Disposition	2010-04-01	5,021,412	$0.00	69,978,588	No	4	S	Indirect	By Citigroup Insurance Holding Corporation

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By Citigroup Insurance Holding Corporation
No	4	S	Indirect	By Citigroup Insurance Holding Corporation

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Acquisiton	2010-04-01	4,103,100	$0.00	4,103,100	$18.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,103,100	2010-04-01		No	4	J	Indirect

Footnotes

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).
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.
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.
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).