Citizens (CIA) Form 4 CITIZENS / Kay E Osbourn 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^*

Osbourn Kay E

(Last) (First) (Middle)

2900 ESPERANZA CROSSING, 2ND FL

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

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	02/15/2019		M		9,735	A	(1)	11,419.2597	D
Citizens, Inc. Class A Common Stock	02/15/2019		F		2,371	D	$6.94	9,048.2597	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	(1)	02/15/2019		M			9,735	(2)	(2)	Class A Common Stock	9,735	$0.00	9,736	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	27,323		27,323	D
Restricted Stock Units	(1)							(4)	(4)	Class A Common Stock	24,683		24,683	D

Explanation of Responses:

1. Restricted stock units convert into Citizens, Inc. Class A common stock on a one-for-one basis.

2. On February 15, 2018, the reporting person was granted an award of restricted stock units, vesting in two equal annual installments on the first anniversary of the date of the grant (February 15, 2019) and the second anniversary of the date of the grant (February 15, 2020).

3. On January 24, 2019, the reporting person was granted an award of restricted stock units, vesting on the first anniversary of the grant date (January 24, 2020).

4. On January 31, 2019, the reporting person was granted an award of restricted stock units, vesting in two equal annual installments on the first anniversary of the date of the grant (January 31, 2020) and the second anniversary of the date of the grant (January 31, 2021).

Remarks:

	/s/Kay E. Osbourn	02/20/2019
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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