MOSAIC CO — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2014-03-26

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-26	Common Stock	G	1785	$0.00	Disposed	0	Indirect
2014-05-15	Common Stock	G	1443	$0.00	Disposed	0	Indirect
2014-03-26	Common Stock	G	1785	$0.00	Acquired	3486	Indirect
2014-05-15	Common Stock	G	1443	$0.00	Acquired	4929	Indirect

Derivative Transactions

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5977	Indirect
Common Stock	5160	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.00		Common Stock (4878)	4878	Direct
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: On March 26, 2014, the reporting person indirectly held 1,785 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #3"). On that date, 1,785 of the shares were distributed by GRAT #3 to the Robert L. Lumpkins Revocable Trust in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13.

F7: On May 15, 2014, the reporting person indirectly held 1,443 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #4"). On that date, 1,443 of the shares were distributed by GRAT #4 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.

F8: 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.