MOSAIC CO — Director's Dealing 2014

Dec 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2014-12-03

Reporting Person: PROKOPANKO JAMES T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-03	Common Stock	M	28778	$15.45	Acquired	212608	Indirect
2014-12-03	Common Stock	M	32336	$20.70	Acquired	244944	Indirect
2014-12-03	Common Stock	S	32479	$45.4893	Disposed	212465	Indirect
2014-12-03	Common Stock	S	28635	$45.8441	Disposed	183830	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-03	Stock Option (Right to Buy)	$15.45	M	28778	Disposed	2016-08-04	Common Stock (28778.0)	Indirect
2014-12-03	Stock Option (Right to Buy	$20.7	M	32336	Disposed	2017-02-01	Common Stock (32336.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$40.03	2017-08-02	Common Stock (83433.0)	83433	Indirect
Stock Option (Right to Buy)	$127.21	2018-07-31	Common Stock (23409.0)	23409	Indirect
Stock Option (Right to Buy)	$52.72	2019-07-27	Common Stock (48077.0)	48077	Indirect
Stock Option (Right to Buy)	$44.93	2020-07-27	Common Stock (79011.0)	79011	Indirect
Stock Option (Right to Buy)	$70.62	2021-07-21	Common Stock (47373.0)	47373	Indirect
Stock Option (Right to Buy)	$57.62	2022-07-19	Common Stock (77214.0)	77214	Indirect
Restricted Stock Units	$0.0		Common Stock (30661.0)	30661	Direct
Stock Option (Right to Buy)	$54.03	2023-07-18	Common Stock (83649.0)	83649	Indirect
Restricted Stock Units	$0.0		Common Stock (32698.0)	32698	Direct
Stock Option (Right to Buy)	$49.73	2024-03-07	Common Stock (94022.0)	94022	Indirect
Restricted Stock Units	$0.0		Common Stock (35525.0)	35525	Direct

Footnotes

F1: The stock option exercise and sale were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2014.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.7875 to $45.7812, inclusive. The reporting person undertakes to provide to The Mosaic Company, any security holder of The Mosaic Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.79 to $45.93, inclusive. The reporting person undertakes to provide to The Mosaic Company, any security holder of The Mosaic Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 3 to this Form 4.

F4: This Stock Option is 100% exercisable.

F5: Grant Date 07/19/2012; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.

F6: One-for-One

F7: Not Applicable

F8: Grant Date 07/18/2013; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.

F9: Grant Date 03/07/2014; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.