MOSAIC CO — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOSAIC CO (MOS)
CIK: 0001285785
Period of Report: 2016-04-11

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-11	Common Stock	G	7171	—	Disposed	9279	Indirect
2016-04-11	Common Stock	G	7171	—	Acquired	13202	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Restricted Stock Units	$0.0	A	10129	Acquired		Common Stock (10129.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3303	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.0		Common Stock (3350.0)	3350	Direct
Restricted Stock Units	$0.0		Common Stock (5274.0)	5274	Direct
Restricted Stock Units	$0.0		Common Stock (5707.0)	5707	Direct

Footnotes

F1: On April 11, 2016, the reporting person indirectly held 16,450 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #6). On that date, 7,171 of the shares were distributed by GRAT #6 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.

F2: One for one

F3: The restricted stock units vested on May 15, 2014. Vested shares will be delivered to the reporting person on October 3, 2016.

F4: Not Applicable

F5: The restricted stock units vested on May 14, 2015. Vested shares will be delivered to the reporting person on May 15, 2017.

F6: The restricted stock units vested on May 19, 2016. Vested shares will be delivered to the reporting person on May 14, 2018.

F7: The restricted stock units will vest on the date of the issuer's 2017 Annual Meeting of Stockholders. Vested shares will be delivered to the reporting person on May 19, 2019.