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Form 4 MOSAIC CO For: May 14 Filed by: COOPER NANCY E

May 15, 2015 4:35 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
COOPER NANCY E
(Last) (First) (Middle)
C/O THE MOSAIC COMPANY
3033 CAMPUS DRIVE, SUITE E490
(Street)
PLYMOUTH MN 55441
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOSAIC CO [ MOS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               1,990 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (1)               (2)   (3) Common Stock 2,813.00   2,813 D  
Restricted Stock Units $ 0 (1)               (4)   (3) Common Stock 1,997.00   1,997 D  
Restricted Stock Units $ 0 (1)               (5)   (3) Common Stock 3,144.00   3,144 D  
Restricted Stock Units $ 0 (1) 05/14/2015   A   3,402     (6)   (3) Common Stock 3,402.00 $ 0 3,402 D  
Explanation of Responses:
1. One-for-One
2. The restricted stock units vested on October 4, 2013. Vested shares will be delivered to the reporting person on October 4, 2015.
3. Not Applicable
4. The restricted stock units vested on May 15, 2014. Vested shares will be delivered to the reporting person on October 3, 2016.
5. The restricted stock units vested on May 14, 2015. Vested shares will be delivered to the reporting person on May 15, 2017.
6. The restricted stock units will vest on the date of the issuer's 2016 Annual Meeting of Stockholders. Vested shares will be delivered to the reporting person on May 14, 2018.
/s/Mark J. Isaacson, Attorney-in-Fact for Nancy E. Cooper 05/14/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that I hereby constitute and appoint each of Mark J. Isaacson, Philip E. Bauer and Shawna L. Anderson my true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution for me and in my name, place and stead, to:

1.
execute for me and on my behalf, in my capacity as an officer, director and/or 10% shareholder of The Mosaic Company, Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the United States Securities and Exchange Commission (‘SEC”);

2.
do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, complete and execute any amendment or amendments thereto and timely file such form or report with the SEC and any stock exchange or similar authority; and

3.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best interest or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is The Mosaic Company assuming, any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities of The Mosaic Company, unless earlier revoked by me in a signed writing delivered to the attorneys-in-fact named above and shall supersede and all other previous and prior powers of attorney granted by me in my capacity as an officer, director and/or 10% shareholder of The Mosaic Company and relating to my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, if any, all of which are hereby deemed to be revoked .

IN WITNESS WHEREOF, I have signed this Power of Attorney on May 13, 2015.



/s/Nancy E. Cooper        
Signature



Nancy E. Cooper        
Printed Name

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