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 *
Pitts Gregory C.
  2. Issuer Name and Ticker or Trading Symbol
Primerica, Inc. [PRI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP and COO
(Last)
(First)
(Middle)
1 PRIMERICA PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
(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 03/01/2017   M   3,069 (1) A $ 0 18,290 D  
Common Stock 03/01/2017   F   1,135 (2) D $ 80.75 17,155 D  
Common Stock 03/01/2017   M   2,627 (1) A $ 0 19,782 D  
Common Stock 03/01/2017   F   1,260 (2) D $ 80.75 18,522 D  
Common Stock 03/01/2017   M   3,486 (1) A $ 0 22,008 D  
Common Stock 03/01/2017   F   1,672 (2) D $ 80.75 20,336 D  
Common Stock 03/01/2017   M   3,868 (3) A $ 80.75 24,925 D  
Common Stock 03/01/2017   F   547 (4) D $ 80.75 24,378 D  
Common Stock 03/01/2017   F   1,708 (5) D $ 80.75 22,670 D  
Common Stock 03/01/2017   M   3,348 (3) A $ 80.75 23,684 D  
Common Stock 03/01/2017   F   621 (4) D $ 80.75 23,063 D  
Common Stock 03/01/2017   F   2,006 (5) D $ 80.75 21,057 D  
Common Stock 03/02/2017   S   5,000 (6) D $ 81.97 17,670 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Restricted Stock Unit (7) 03/01/2017   M     3,069   (8)   (8) Common Stock 3,069 $ 0 21,305 D  
Restricted Stock Unit (7) 03/01/2017   M     2,627   (8)   (8) Common Stock 2,627 $ 0 18,678 D  
Restricted Stock Unit (7) 03/01/2017   M     3,486   (8)   (8) Common Stock 3,486 $ 0 15,192 D  
Employee Stock Option - 2016 $ 41.88 03/01/2017   M     3,868   (9) 02/24/2026 Common Stock 3,868 $ 0 7,736 D  
Employee Stock Option - 2014 $ 41.2 03/01/2017   M     3,348   (10) 02/11/2024 Common Stock 3,348 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pitts Gregory C.
1 PRIMERICA PARKWAY
DULUTH, GA 30099
      Executive VP and COO  

Signatures

 /s/ Stacey K. Geer, attorney in fact   03/03/2017
**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) Represents RSUs vested on March 1, 2017.
(2) Represents shares withheld to cover taxes due upon the vesting of RSUs.
(3) Represents the exercise of non-qualified stock options granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan.
(4) Represents shares sold to cover taxes upon exercise of stock options.
(5) Represents shares withheld to cover exercise costs.
(6) Shares sold pursuant to 10b5-1 trading plan.
(7) 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.
(8) The RSUs vest annually in three equal installments.
(9) Represents a non-qualified stock option granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan. The stock options vest annually in three equal installments beginning March 1, 2017.
(10) Represents a non-qualified stock option granted under the Issuer's Amended and Restated 2010 Omnibus Incentive Plan. The stock option vest annually in three equal installments beginning March 1, 2015.

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