MOSAIC CO — Director's Dealing 2011

Jul 15, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2011-05-31

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-11	Common Stock	G	1181	—	Disposed	4333	Indirect
2011-02-25	Common Stock	G	14517	—	Disposed	0	Indirect
2011-03-27	Common Stock	G	1526	—	Disposed	5801	Indirect
2011-05-17	Common Stock	G	11175	—	Acquired	11175	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (4655)	4655	Direct
Restricted Stock Units	$0		Common Stock (3423)	3423	Direct
Restricted Stock Units	$0		Common Stock (2763)	2763	Direct

Footnotes

F1: One-for-One

F2: Not Applicable

F3: The restricted stock units vested on October 9, 2009. Vested shares will be delivered to the reporting person on October 9, 2011.

F4: The restricted stock units vested on October 8, 2010. Vested shares will be delivered to the reporting person on October 8, 2012.

F5: The restricted stock units vest on October 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.

F6: On October 11, 2010, the reporting person indirectly held 5,514 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #2). On that date, 1,181 of the shares were distributed by GRAT #2 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13, following which 4,333 shares remained held by GRAT #2.

F7: On February 25, 2011, the reporting person indirectly held 14,517 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #1"). On that date and upon termination of GRAT #1, 9,297 of the shares were distributed to the reporting person's adult daughter, which distribution was exempt from reporting under rule 16b-5; and 5,220 shares were distributed by GRAT #1 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13.

F8: On March 23, 2010, the reporting person contributed 7,327 shares of MOS common stock to a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #3). On March 27, 2011, 1,526 of the shares were distributed by GRAT #3 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13, following which 5,801 shares remained held by GRAT #3.

F9: This transaction involved a gift of securities by the reporting to a grantor retained annuity trust dated May 12, 2011, for the benefit of himself and his daughter ("GRAT #4") and was exempt from reporting under Rule 16a-13. The reporting person's spouse serves as trustee of GRAT #4.