MOSAIC CO — Director's Dealing 2013

Oct 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2013-06-26

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-26	Common Stock	G	2671	$0.00	Disposed	5977	Indirect
2013-06-26	Common Stock	G	2671	$0.00	Acquired	10168	Indirect
2013-08-29	Common Stock	G	10168	$0.00	Disposed	0	Indirect
2013-10-01	Common Stock	G	1936	$0.00	Disposed	0	Indirect
2013-10-01	Common Stock	G	1701	$0.00	Acquired	1701	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-03	Restricted Stock Units	$0.00	A	3350	Acquired		Common Stock (3350)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1785	Indirect
Common Stock	1443	Indirect
Common Stock	2397	Direct

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
Restricted Stock Units	$0.00		Common Stock (4719)	4719	Direct

Footnotes

F1: One for one

F2: Not applicable

F3: The restricted stock units vested on October 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.

F4: The restricted stock units vested on October 6, 2012. Vested shares will be delivered to the reporting person on October 6, 2014.

F5: The restricted stock units vest on October 4, 2013. Vested shares will be delivered to the reporting person on October 4, 2015.

F6: The restricted stock units vest on October 3, 2014. Vested shares will be delivered to the reporting person on October 3, 2016.

F7: On June 26, 2013, the reporting person indirectly held 8,648 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #5). On that date, 2,671 of the shares were distributed by GRAT #5 to the Robert L. Lumpkins Revocable Trust in satisfaction of an annuity to the reporting person and was exempt from reporting under Rule 16a-13, following which 5,977 shares remained held by GRAT #5.

F8: On October 1, 2013, the reporting person indirectly held 1,936 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #2"). On that date and upon termination of GRAT #2, 235 of the shares were distributed to the reporting person's adult daughter's living trust, which distribution was exempt from reporting under rule 16b-5; and 1,701 shares were distributed by GRAT #2 to the Robert L. Lumpkins Revocable Trust in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13.

F9: These shares were previously reported as indirectly owned by the reporting person. These shares have been held jointly by the reporting person and his spouse, directly, since the date of issuance.

F10: Reporting person is no longer the beneficial owner of the shares as this transaction involved a gift of securities by the reporting person to a charitable lead annuity trust, an irrevocable trust for which his daughter serves as trustee.