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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1. Name and Address of Reporting Person * CITIGROUP INC   2. Issuer Name and Ticker or Trading Symbol Primerica, Inc. [PRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 399 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2010 (Street) NEW YORK, NY 10043 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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, par value $0.01 04/01/2010   A   74,999,900 A (1) 75,000,000 I By Subsidiary (2) (3) Common Stock, par value $0.01 04/01/2010   J(4)   5,021,412 D (4) 69,978,588 I By Subsidiary (2) (3)

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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

Warrants

$ 18

04/01/2010

A

4,103,100

04/01/2010

(5)

Common Stock, par value $0.01

4,103,100

(1)

4,103,100

I

By Subsidiary (2) (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CITIGROUP INC 399 PARK AVENUE NEW YORK, NY 10043	X	X
ASSOCIATED MADISON COMPANIES INC 425 PARK AVENUE NEW YORK, NY 10043	X	X
CITIGROUP INSURANCE HOLDING CORP 425 PARK AVENUE NEW YORK, NY 10043	X	X

Signatures

Citigroup Inc., By: /s/ John C. Gerspach, Chief Financial Officer		04/05/2010
**Signature of Reporting Person		Date
Associated Madison Companies, Inc., By: /s/ John C. Gerspach, Chairman and President		04/05/2010
**Signature of Reporting Person		Date
Citigroup Insurance Holding Corporation, By: /s/ John C. Gerspach, President and Chief Executive Officer		04/05/2010
**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)	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 to CIHC 74,999,900 shares of common stock, warrants to purchase 4,103,100 shares of common stock, and a $300 million note in exchange for the capital stock of CIHC's subsidiaries holding the businesses that comprise the Issuer's operations.
(2)	The securities reported herein are directly beneficially owned by CIHC. Associated Madison Companies, Inc. ("AMAD") is the sole stockholder of CIHC. Citigroup Inc. ("Citigroup") is the sole stockholder of AMAD. AMAD and Citigroup are indirect beneficial owners of the securities reported herein.
(3)	Each of the Reporting Persons may be deemed a director of the Issuer on the basis of its relationship with one or more of the directors of the Issuer and/or the relationship among the Reporting Persons described in footnote (2).
(4)	These securities were contributed to the Issuer by CIHC for no economic consideration pursuant to the Contribution Agreement, dated March 31, 2010, between CIHC and the Issuer.
(5)	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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