MOSAIC CO — Director's Dealing 2012

Jul 6, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2012-05-31

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-26	Common Stock	G	2056	—	Disposed	3745	Indirect
2011-12-16	Common Stock	G	4655	—	Disposed	1111	Direct
2012-03-26	Common Stock	G	2056	—	Acquired	3167	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3222	Indirect
Common Stock	11175	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (3423)	3423	Direct
Restricted Stock Units	$0		Common Stock (2763)	2763	Direct
Restricted Stock Units	$0		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 vest on October 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.

F5: The restricted stock units vest on October 6, 2012. Vested shares will be delivered to the reporting person on October 6, 2014.

F6: On March 26, 2012, the reporting person indirectly held 5,801 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #3). On that date, 2,056 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 3,745 shares remained held by GRAT #3.