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Form 4 MOSAIC CO For: Nov 03 Filed by: PROKOPANKO JAMES T

November 4, 2014 5:33 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
PROKOPANKO JAMES T
(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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2014
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 10/03/2014   M (7)   57,480 A $ 15.45 241,310 I Revocable Trust
Common Stock 10/03/2014   M (7)   3,635 A $ 20.70 244,945 I Revocable Trust
Common Stock 10/03/2014   S (7)   61,115 D $ 43.8541 (8) 183,830 I Revocable Trust
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
Stock Option (Right to Buy) $ 15.45 10/03/2014   M (7)     57,480   (3) 08/04/2016 Common Stock 57,480 $ 0 28,778 I Revocable Trust
Stock Option (Right to Buy $ 20.7 10/03/2014   M (7)     3,635   (3) 02/01/2017 Common Stock 3,635 $ 0 32,336 I Revocable Trust
Stock Option (Right to Buy) $ 40.03               (3) 08/02/2017 Common Stock 83,433   83,433 I Revocable Trust
Stock Option (Right to Buy) $ 127.21               (3) 07/31/2018 Common Stock 23,409   23,409 I Revocable Trust
Stock Option (Right to Buy) $ 52.72               (3) 07/27/2019 Common Stock 48,077   48,077 I Revocable Trust
Stock Option (Right to Buy) $ 44.93               (3) 07/27/2020 Common Stock 79,011   79,011 I Revocable Trust
Stock Option (Right to Buy) $ 70.62               (3) 07/21/2021 Common Stock 47,373   47,373 I Revocable Trust
Stock Option (Right to Buy) $ 57.62               (4) 07/19/2022 Common Stock 77,214   77,214 I Revocable Trust
Restricted Stock Units $ 0 (1)             07/19/2015   (2) Common Stock 30,661   30,661 D  
Stock Option (Right to Buy) $ 54.03               (5) 07/18/2023 Common Stock 83,649   83,649 I Revocable Trust
Restricted Stock Units $ 0 (1)             07/18/2016   (2) Common Stock 32,698   32,698 D  
Stock Option (Right to Buy) $ 49.73               (6) 03/07/2024 Common Stock 94,022   94,022 I Revocable Trust
Restricted Stock Units $ 0 (1)             03/07/2017   (2) Common Stock 35,525   35,525 D  
Explanation of Responses:
1. One-for-One
2. Not Applicable
3. This Stock Option is 100% exercisable.
4. 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.
5. 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.
6. 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.
7. The stock option exercises and sale were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2014.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.43 to $44.32, 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 8 to this Form 4.
/s/Mark J. Isaacson, Attorney-in-Fact for James T. Prokopanko 11/04/2014
** 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.

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