Citizens (CIA) Form 4 CITIZENS / Sheryl L Kinlaw ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kinlaw Sheryl L

(Last) (First) (Middle)

11815 ALTERRA PARKWAY, SUITE 1500

(Street)

AUSTIN TX 78758

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS, INC. [ CIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2024

4. If Amendment, Date of 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

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
Citizens, Inc. Class A Common Stock	01/05/2024		L(1)		173.863	A	$2.83	19,906.1487	D
Citizens, Inc. Class A Common Stock	01/19/2024		L(1)		193.0423	A	$2.55	20,099.191	D
Citizens, Inc. Class A Common Stock	02/09/2024		L(1)		177.862	A	$2.77	20,277.053	D
Citizens, Inc. Class A Common Stock	02/23/2024		L(1)		182.6953	A	$2.7	20,459.7483	D
Citizens, Inc. Class A Common Stock	03/08/2024		L(1)		200	A	$2.46	20,659.7483	D
Citizens, Inc. Class A Common Stock	03/22/2024		L(1)		234.9043	A	$2.09	20,894.6526	D
Citizens, Inc. Class A Common Stock	03/31/2024		M		3,171	A	(2)	24,065.6526	D
Citizens, Inc. Class A Common Stock	03/31/2024		F		744	D	$2.14	23,321.6526	D
Citizens, Inc. Class A Common Stock	03/31/2024		M		8,535	A	(2)	31,856.6526	D
Citizens, Inc. Class A Common Stock	03/31/2024		F		2,010	D	$2.14	29,846.6526	D

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 Securities Underlying Derivative Security (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: 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 Units	(2)	03/31/2024		M			3,171	(3)	(3)	Class A Common Stock	3,171	$0	3,171	D
Restricted Stock Units	(2)	03/31/2024		M			8,535	(4)	(4)	Class A Common Stock	8,535	$0	17,071	D
Restricted Stock Units	(2)	03/28/2024		A		45,518		(5)	(5)	Class A Common Stock	45,518	$0	45,518	D
Restricted Stock Units	(2)	03/28/2024		A		32,710		(6)	(6)	Class A Common Stock	32,710	$0	32,710	D
Restricted Stock Units	(2)							(7)	(7)	Class A Common Stock	8,000		8,000	D

Explanation of Responses:

1. These shares were purchased through the Citizens, Inc. Stock Investment Plan as part of regular contribution.

2. Each restricted stock unit represents a contingent right to receive one share of Citizens, Inc. Class A common stock.

3. On March 31, 2022, the reporting person was granted an award of restricted stock units (RSUs), vesting in three equal annual installments on the first anniversary of the date of the grant (March 31, 2023) and the second anniversary of the date of the grant (March 31, 2024) and the third anniversary of the date of the grant (March 31, 2025).

4. On March 31, 2023, the reporting person was granted an award of RSUs, vesting in three equal annual installments on the first anniversary of the date of the grant (March 31, 2024) and the second anniversary of the date of the grant (March 31, 2025) and the third anniversary of the date of the grant (March 31, 2026).

5. On March 28, 2024, the reporting person was granted an award of restricted stock units (RSUs) under the Citizens, Inc. Omnibus Incentive Plan for 2023 pay-for-performance. The RSUs vest in three equal annual installments on the first anniversary of the date of the grant (March 28, 2025) and the second anniversary of the date of the grant (March 28, 2026) and the third anniversary of the date of the grant (March 28, 2027).

6. On March 28, 2024, the reporting person was granted an award of RSUs under the Citizens, Inc. Omnibus Incentive Plan for 2024 long-term incentive. The RSUs vest in three equal annual installments on the first anniversary of the date of the grant (March 28, 2025) and the second anniversary of the date of the grant (March 28, 2026) and the third anniversary of the date of the grant (March 28, 2027).

7. On July 1, 2021, the reporting person was granted an award of RSUs, vesting in three equal annual installments on the first anniversary date of the grant (July 1, 2022) and the second anniversary date of the grant (July 1, 2023) and the third anniversary date of the grant (July 1, 2024)

Remarks:

	/s/Sheryl Kinlaw, Chief Legal Officer	04/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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