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MOSAIC CO Director's Dealing 2014

Oct 8, 2014

30554_dirs_2014-10-08_869f8c11-b0fb-4977-b021-8b892af50801.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2014-07-15

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-07-15 Common Stock G 2946 $0.00 Disposed 3031 Indirect
2014-07-15 Common Stock G 2946 $0.00 Acquired 7875 Indirect
2014-10-06 Common Stock M 3415 $0.00 Acquired 8575 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-10-06 Restricted Stock Units $0.00 M 4878 Disposed Common Stock (4878) Direct
2014-05-15 Restricted Stock Units $0.00 A 5274 Acquired Common Stock (5274) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $0.00 Common Stock (4719) 4719 Direct
Restricted Stock Units $0.00 Common Stock (3350) 3350 Direct

Footnotes

F1: One for one

F2: Not applicable

F3: The restricted stock units vested on October 6, 2012. Vested shares will be delivered to the reporting person on October 6, 2014.

F4: The restricted stock units vested on October 4, 2013. Vested shares will be delivered to the reporting person on October 4, 2015.

F5: The restricted stock units vested on May 15, 2014. Vested shares will be delivered to the reporting person on October 3, 2016.

F6: The restricted stock units will vest on the date of the issuer's 2015 Annual Meeting of Stockholders. Vested shares will be delivered to the reporting person on May 15, 2017.

F7: On July 15, 2014, the reporting person indirectly held 5,977 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #5). On that date, 2,946 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: 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.