MOSAIC CO — Director's Dealing 2012

Oct 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2012-06-05

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-04	Common Stock	G	1286	$0.00	Disposed	1936	Indirect
2012-10-04	Common Stock	G	1286	$0.00	Acquired	1286	Direct
2012-06-05	Common Stock	G	5481	$0.00	Disposed	5694	Indirect
2012-07-11	Common Stock	G	8648	$0.00	Acquired	8648	Indirect
2012-10-08	Common Stock	M	2397	$0.00	Acquired	3683	Direct
2012-10-08	Common Stock	G	3683	$0.00	Disposed	0	Direct
2012-10-08	Common Stock	G	3683	$0.00	Acquired	3683	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-08	Restricted Stock Units	$0.00	M	3423	Acquired		Common Stock (3423)	Direct
2012-10-04	Restricted Stock Units	$0.00	A	4719	Acquired		Common Stock (4719)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3745	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.00		Common Stock (2763)	2763	Direct
Restricted Stock Units	$0.00		Common Stock (4878)	4878	Direct

Footnotes

F1: One for one

F2: Not applicable

F3: The restricted stock units vested on October 8, 2010. Vested shares will be delivered to the reporting person on October 8, 2012.

F4: The restricted stock units vested on October 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.

F5: On October 4, 2012, the reporting person indirectly held 3,222 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #2"). On that date, 1,286 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 1,936 shares remained held by GRAT #2.

F6: The restricted stock units vested on October 6, 2012. Vested shares will be delivered to the reporting person on October 6, 2014.

F7: The reporting person, pursuant to the terms of the Restricted Stock Unit Agreement under which the award of restricted stock units was made, elected to receive 30% of the restricted stock units in the form of cash with the balance paid in the form of shares of common stock at the time the award was paid.

F8: The restricted stock units vest on October 4, 2013. Vested shares will be delivered to the reporting person on October 4, 2015.

F9: On June 5, 2012, the reporting person indirectly held 11,175 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #4). On that date, 5,481 of the shares were distributed by GRAT #4 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13, following which 5,694 shares remained held by GRAT #4.

F10: This transaction involved a gift of securities by the reporting person to a grantor retained annuity trust dated June 26, 2012, for the benefit of himself and his daughter ("GRAT #5"). The reporting person's spouse serves as trustee of GRAT #5.