MOSAIC CO — Director's Dealing 2011

May 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2011-05-25

Reporting Person: Cargill, Inc (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-25	Common Stock	J	178259772	—	Disposed	107500000	Direct
2011-05-25	Common Stock	J	107500000	—	Disposed	0	Direct

Footnotes

F1: Cargill, Incorporated ("Cargill") exchanged 178,259,772 shares of the Issuer with certain Cargill stockholders for outstanding shares of common stock of Cargill with an aggregate fair market value equal to approximately $13.62985 billion.

F2: Cargill exchanged 107,500,000 shares of the Issuer and approximately $174.7 million in cash with certain debt holders of Cargill for outstanding indebtedness of Cargill in an aggregate principal amount of $6.9875 billion.