0001209191-12-054984.txt : 20121129 0001209191-12-054984.hdr.sgml : 20121129 20121129172815 ACCESSION NUMBER: 0001209191-12-054984 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121126 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZILBERMAN DANIEL CENTRAL INDEX KEY: 0001487622 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34680 FILM NUMBER: 121232648 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Primerica, Inc. CENTRAL INDEX KEY: 0001475922 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 271204330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3120 BRECKINRIDGE BLVD. CITY: DULUTH STATE: GA ZIP: 30099 BUSINESS PHONE: 7703811000 MAIL ADDRESS: STREET 1: 3120 BRECKINRIDGE BLVD. CITY: DULUTH STATE: GA ZIP: 30099 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2012-11-26 2012-11-28 0 0001475922 Primerica, Inc. PRI 0001487622 ZILBERMAN DANIEL C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock, par value $0.01 2012-11-26 4 S 0 2400000 27.51 D 6188621 I See Footnotes 1, 2,3, 4 and 5 Common Stock, par value $0.01 2012-11-27 4 S 0 1200000 27.51 D 4988621 I See Footnotes 1, 2,3, 4 and 5 Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, "WP X") is the holder of 4,988,621shares of common stock of Primerica, Inc. (the "Common Stock") and the warrants exercisable for 4,103,110 shares of common stock (the "Warrants") of the Issuer. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") is the general partner of WP X LP; Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") is the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP X; (continues footnote 1) and Messrs. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and Managing Member and Co-President of WP LLC, and may be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as Partner of WP and a Member and Managing Director of WP LLC, Mr. Zilberman may be deemed to be the beneficial owner of the Common Stock and the Warrants of the Issuer held by WP X. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Zilberman herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of such shares of Common Stock or the Warrants covered by this Statement. Mr. Zilberman disclaims beneficial ownership of such Common Stock and the Warrants of the Issuer, except to the extent of his pecuniary interest in such shares of Common Stock or such Warrants. This Form 4/A is being filed solely to correct the date of the sale of 1,200,000 shares of Common Stock which took place on November 27, 2012, and which was initially reported to have taken place on November 26, 2012 due to typographical error. See attached for Exhibit 99.1 - Power of Attorney /s/ Scott A. Arenare, Attorney-in-Fact 2012-11-29 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

Exhibit 99.1
POWER OF ATTORNEY

                The undersigned, Daniel Zilberman, hereby constitutes and
appoints each of Scott A. Arenare, Timothy J. Curt and Steven G. Glenn, acting
individually or jointly, with full power of substitution and resubstitution, to
have full power and authority to act in his name, place, and stead and on the
undersigned's behalf as his true and lawful attorney-in-fact to:

(1) execute and deliver for and on behalf of the undersigned Forms 3, 4 and 5
(including any amendments, corrections, supplements or other changes thereto) in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5
(including any amendments, corrections, supplements or other changes thereto)
and timely file such Forms with the United States Securities and Exchange
Commission and any stock exchange, self-regulatory association or any other
authority or person as may be required by law; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.

            The undersigned hereby grants to each attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is either Warburg Pincus LLC, or any affiliates or subsidiaries thereof, or
Warburg Pincus & Co., or any affiliates or subsidiaries thereof, assuming, (i)
any of the undersigned's responsibilities to comply with the requirements of the
Exchange Act or any liability for the undersigned's failure to comply with such
requirements or (ii) any obligation or liability that the undersigned incurs for
profit disgorgement under Section 16(b) of the Exchange Act.

                This Power of Attorney shall continue in full force and effect
until revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to
the undersigned.  This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.

                IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this                     10th day of September, 2012.


               Signature:_/s/ Daniel Zilberman ________

               Name:      Daniel Zilberman