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: 2012-10-04

Reporting Person: Popowich James L. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-08	Common Stock	M	856	$0.00	Acquired	7316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-08	Restricted Stock Units	$0.00	M	1712	Disposed		Common Stock (1712)	Direct
2012-10-04	Restricted Stock Units	$0.00	A	2813	Acquired		Common Stock (2813)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.00		Common Stock (1381)	1381	Direct
Restricted Stock Units	$0.00		Common Stock (2908)	2908	Direct

Footnotes

F1: Not applicable.

F2: One-for-One

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: 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 50% 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.

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