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MOSAIC CO Director's Dealing 2011

Oct 11, 2011

30554_dirs_2011-10-11_504bb95e-8122-47a4-9f45-59bb445e1eaf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2011-10-03

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-10-03 Common Stock G 1111 $0.00 Disposed 3222 Indirect
2011-10-03 Common Stock G 1111 $0.00 Acquired 1111 Direct
2011-10-09 Common Stock M 4655 $0.00 Acquired 5766 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-10-09 Restricted Stock Units $0.00 M 4655 Disposed Common Stock (4655) Direct
2011-10-06 Restricted Stock Units $0.00 A 4878 Acquired Common Stock (4878) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5801 Indirect
Common Stock 11175 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.00 Common Stock (3423) 3423 Direct
Restricted Stock Units $0.00 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 vested on October 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.

F6: On October 3, 2011, the reporting person indirectly held 4,333 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #2"). On that date, 1,111 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 3,222 shares remained held by GRAT #2.

F7: The restricted stock units vest on October 6, 2012. Vested shares will be delivered to the reporting person on October 6, 2014.