SEC Form SC 13G/A filed by Primerica Inc. (Amendment)

$PRI
Life Insurance
Finance
Get the next $PRI alert in real time by email
SC 13G/A 1 doc1.htm NONE Schedule 13G


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
 
Primerica, Inc. 

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
74164M108

(CUSIP Number)
 
Calendar Year 2023

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     x  Rule 13d-1(b)
 
     o  Rule 13d-1(c)
 
     o  Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 

 
 
CUSIP No.  74164M108      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 BAMCO INC /NY/
271204330
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   x
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 New York
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 1,681,494
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 1,774,994
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 1,774,994
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 5.07%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA ,  CO
 

FOOTNOTES
  
 
 
 

 
 
CUSIP No.  74164M108      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Baron Capital Group, Inc.
271204330
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   x
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 New York
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 1,815,348
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 1,908,848
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 1,908,848
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 5.45%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 HC ,  CO
 

FOOTNOTES
  
 
 
 

 
 
CUSIP No.  74164M108      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Baron Capital Management, Inc.
271204330
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   x
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 New York
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 133,854
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 133,854
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 133,854
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 0.38%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA ,  CO
 

FOOTNOTES
  
 
 
 

 
 
CUSIP No.  74164M108      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Ronald Baron
271204330
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   x
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 New York
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 0
   
6 SHARED VOTING POWER
  
 1,815,348
   
7 SOLE DISPOSITIVE POWER
  
 0
   
8 SHARED DISPOSITIVE POWER
  
 1,908,848
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 1,908,848
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 5.45%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 HC ,  IN
 

FOOTNOTES
  
 
 
 

 
 
Item 1.

 
(a)
Name of Issuer
 
 
Primerica, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
1 Primerica Parkway
Duluth, Georgia 30099

Item 2.

 
(a)
Name of Person Filing
 
 
Baron Capital Group, Inc. ("BCG")
BAMCO, Inc. ("BAMCO")
Baron Capital Management, Inc. ("BCM")
Ronald Baron

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
767 Fifth Avenue, 49th Floor
New York, NY 10153

 
(c)
Citizenship
 
 
BCG, BAMCO and BCM are New York corporations. Ronald Baron is a citizen of the United States.

 
(d)
Title of Class of Securities
 
 
Common Stock

 
(e)
CUSIP Number
 
 
74164M108

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
x
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
 
 

 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 1,908,848

 
(b)
Percent of class: 5.45%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 0

 
(ii)
Shared power to vote or to direct the vote: 1,815,348

 
(iii)
Sole power to dispose or to direct the disposition of: 0

 
(iv)
Shared power to dispose or to direct the disposition of: 1,908,848

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
N/A
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
The advisory clients of BAMCO and BCM have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's common stock in their accounts. To the best of the Filing Persons' knowledge, no such person has such interest relating to more than 5% of the outstanding class of securities.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
BAMCO and BCM are subsidiaries of BCG. Ronald Baron owns a controlling interest in BCG.
 
Item 8.
Identification and Classification of Members of the Group
 
Please see Item 3.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
 
 

 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 BAMCO, Inc.
 
    
Date: February 14, 2024
By:
/s/  Ronald Baron 
   Name: Ronald Baron 
   Title:  Chairman and CEO 
    
 
 
 
 Baron Capital Group, Inc.
 
    
Date: February 14, 2024
By:
/s/  Ronald Baron 
   Name: Ronald Baron 
   Title:  Chairman and CEO 
    
 
 
 
 Baron Capital Management, Inc.
 
    
Date: February 14, 2024
By:
/s/  Ronald Baron 
   Name: Ronald Baron 
   Title:  Chairman and CEO 
    
 
 
 
 Ronald Baron
 
    
Date: February 14, 2024
By:
/s/  Ronald Baron 
   Name: Ronald Baron 
   Title:  Individually 
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


Get the next $PRI alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$PRI

DatePrice TargetRatingAnalyst
1/23/2025$311.00Market Perform
BMO Capital Markets
10/9/2024$314.00Buy
TD Cowen
8/30/2024$283.00Neutral
Piper Sandler
2/12/2024Strong Buy → Mkt Perform
Raymond James
4/13/2023$244.00Strong Buy
Raymond James
11/10/2022Outperform → Mkt Perform
William Blair
5/19/2022$153.00 → $148.00Overweight → Equal-Weight
Morgan Stanley
3/1/2022$199.00 → $187.00Outperform
Credit Suisse
More analyst ratings

$PRI
Press Releases

Fastest customizable press release news feed in the world

See more
  • Primerica Household Budget Index™: Uncertainty Continues to Increase for Middle-Income Families Over Rising Cost of Necessities and Leveling of Income Growth

    The latest Primerica Household Budget Index™ (HBI™), a monthly economic snapshot measuring the impact of inflation on middle-income households alongside their earned income, found the average purchasing power for necessities fell to 99.4% in February, a 0.3% decrease from a month ago but a 0.4% increase from a year ago. For households earning an annual income of around $60,000, the increase in necessity goods prices in February cost them about $110 more in total than in January. Uncertainty among middle-income households is being driven in part by the volatility in the cost of household necessities. This press release features multimedia. View the full release here: https://www.businesswire

    $PRI
    Life Insurance
    Finance
  • Primerica Household Budget Index™: Inflation Continues to Disproportionately Impact Middle-Income Americans, Continuing an 18-Month Trend

    The latest Primerica Household Budget Index™ (HBI™), a monthly economic snapshot measuring the impact of inflation on middle-income households alongside their wages, found the average purchasing power for necessities fell to 99.7% in January, a 0.6% decrease from a month ago but a 0.3% increase from a year ago. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250225940689/en/The latest Primerica Household Budget Index™ (HBI™), a monthly economic snapshot measuring the impact of inflation on middle-income households alongside their wages, found the average purchasing power for necessities fell to 99.7% in January, a 0.6% decrease f

    $PRI
    Life Insurance
    Finance
  • Primerica Reports Fourth Quarter 2024 Results

    Momentum in recruiting and licensing drove life-licensed sales force to a record 151,611, up 7% Investment and Savings Products ("ISP") sales up 41%; ending client asset values grew 16% Term Life net premiums grew 4%; adjusted direct premiums increased 6% Net earnings per diluted share from continuing operations (EPS) of $4.98 increased 14%; return from continuing operations on stockholders' equity (ROE) of 31.9% Diluted adjusted operating earnings per share of $5.03 increased 17%; adjusted net operating income return on adjusted stockholders' equity (ROAE) of 31.3% Declared a 16% increase in dividend to $1.04 per share, payable on March 14, 2025 Primerica, Inc. (NYSE:PRI) today

    $PRI
    Life Insurance
    Finance

$PRI
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$PRI
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$PRI
SEC Filings

See more

$PRI
Leadership Updates

Live Leadership Updates

See more
  • Primerica Names Robert H. Peterman, Jr. as Successor to Chief Operating Officer

    Primerica, Inc. (NYSE:PRI), a leading provider of financial services and products to middle-income families in the United States and Canada, today announced the appointment of Robert H. Peterman Jr. to the role of Executive Vice President and Chief Operating Officer, reporting to the company's Chief Executive Officer, Glenn Williams, beginning on October 1, 2024. Gregory C. Pitts, the Company's current Executive Vice President and Chief Operating Officer, informed the Company of his intention to retire after forty years of service on or about April 1, 2025, and he will relinquish the Chief Operating Officer title effective October 1, 2024. This press release features multimedia. View the fu

    $PRI
    Life Insurance
    Finance
  • Primerica Names Tracy Tan as Successor to Chief Financial Officer

    Primerica, Inc. (NYSE:PRI), a leading provider of financial services to middle-income families in the United States and Canada, today announced the appointment of Tracy Tan to the role of Executive Vice President, Finance reporting to the company's Chief Executive Officer, Glenn Williams beginning on October 16, 2023. Tan will assume the role of Chief Financial Officer as of the date that the Company's existing Chief Financial Officer relinquishes that title, which shall occur no later than April 1, 2024. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230914088579/en/Primerica names Tracy Tan as successor to Chief Financial Offi

    $AIZ
    $PRI
    Property-Casualty Insurers
    Finance
    Life Insurance

$PRI
Financials

Live finance-specific insights

See more
  • Primerica, Inc. Increases First Quarter Dividend by 15 Percent

    Primerica, Inc. (NYSE:PRI) announced today that the Board of Directors has approved a 15% increase in stockholder dividend for the first quarter of 2024 to $0.75 per share. The dividend is payable on March 12, 2024, to stockholders of record on February 21, 2024. Glenn Williams, Chief Executive Officer said, "Our Board of Directors remains committed to returning capital to our stockholders and is pleased to announce another increase in dividend. This marks the 18th increase since our IPO in April 2010." About Primerica, Inc. Primerica, Inc., headquartered in Duluth, GA, is a leading provider of financial products and services to middle-income households in North America. Independent l

    $PRI
    Life Insurance
    Finance
  • Primerica, Inc. Increases Quarterly Dividend by 18 Percent

    Primerica, Inc. (NYSE:PRI) announced today that the Board of Directors has approved an 18% increase in stockholder dividends to $0.65 per share. The dividend is payable on March 14, 2023, to stockholders of record on February 21, 2023. Glenn Williams, Chief Executive Officer said, "Our Board of Directors is pleased with Primerica's continued strong cash generation, which has supported an increase in the dividend every year since our IPO in April 2010 and has allowed us to continue enhancing stockholder returns." About Primerica, Inc. Primerica, Inc., headquartered in Duluth, GA, is a leading provider of financial services to middle-income households in North America. Independent licensed

    $PRI
    Life Insurance
    Finance
  • AM Best Affirms Credit Ratings of Primerica, Inc. and Its Subsidiaries

    AM Best has affirmed the Financial Strength Rating of A+ (Superior) and the Long-Term Issuer Credit Ratings (Long-Term ICR) of "aa-" (Superior) of Primerica Life Insurance Company (Nashville, TN) and its affiliates, National Benefit Life Insurance Company (Long Island City, NY) and Primerica Life Insurance Company of Canada (Mississauga, Ontario), collectively referred to as Primerica Group. Additionally, AM Best has affirmed the Long-Term ICR of "a-" (Excellent) of Primerica, Inc. (Primerica) (headquartered in Duluth, GA) (NYSE:PRI), which is the holding company for the group's insurance and noninsurance operating companies. AM Best also has affirmed the Long-Term Issue Credit Rating of "a

    $PRI
    Life Insurance
    Finance

$PRI
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more