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

1. Name and Address of Reporting Person *

Eliasberg James A.
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)
Former VP, Chief Legal Officer
(Last)          (First)          (Middle)

C/O CITIZENS, INC., 11815 ALTERRA PARKWAY, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YYYY)

5/7/2021
(Street)

AUSTIN, TX 78758
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/7/2021  M  7,883 (1)A (2)40,929 D  
Citizens, Inc. Class A Common Stock 5/7/2021  F  1,920 D$5.7 39,009 D  
Citizens, Inc. Class A Common Stock 5/7/2021  M  10,486 (1)A (2)49,495 D  
Citizens, Inc. Class A Common Stock 5/7/2021  F  2,556 D$5.7 46,939 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)5/7/2021  M     10,486   (3) (3)Class A Common Stock 10,486 $0 0 D  
Restricted Stock Units  (2)5/7/2021  M     7,883   (4) (4)Class A Common Stock 7,883 $0 0 D  

Explanation of Responses:
(1) Represents shares of Citizens, Inc. Class A Common Stock issued upon accelerated vesting of Restricted Stock Units (RSUs) pursuant to the terms of the Separation and Release Agreement by and between the Reporting Person and Citizens, Inc. dated April 29, 2021 (the "Separation Agreement").
(2) Each restricted stock unit represents a contingent right to receive one share of Citizens, Inc. Class A common stock.
(3) The RSUs were granted on January 29, 2021. The RSUs were scheduled to vest annually at a rate of 1/3 on each anniversary of the grant date. All of the unvested RSUs were accelerated on the Transaction Date pursuant to the terms of the Separation Agreement.
(4) The RSUs were granted on April 15, 2020. 1/2 of the RSUs previously vested on April 15, 2021 and the remaining 1/2 were scheduled to vest on April 15, 2022. All of the unvested RSUs were accelerated on the Transaction Date pursuant to the terms of the Separation Agreement.

Remarks:
The Reporting Person resigned from Citizens Inc. effective April 30, 2021. As a result, the Reporting Person is no longer subject to Section 16 in connection with his transactions in the equity securities of Citizens, Inc. and, therefore, will no longer report any such transactions on Form 4 or Form 5.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Eliasberg James A.
C/O CITIZENS, INC.
11815 ALTERRA PARKWAY, SUITE 1500
AUSTIN, TX 78758


Former VP, Chief Legal Officer

Signatures
/s/ Jeffery P. Conklin, Attorney-in-Fact5/11/2021
**Signature of Reporting PersonDate


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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