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Form 4 MOSAIC CO For: Apr 27 Filed by: O'Rourke James Calvin

May 27, 2022 5:57 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
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 *
O'Rourke James Calvin
(Last) (First) (Middle)
C/O THE MOSAIC COMPANY
101 EAST KENNEDY BLVD., SUITE 2500
(Street)
TAMPA FL 33602
(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 & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2022
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 04/27/2022   G (1) V 13,295 D $ 0 0 I By 2019 GRAT dated April 1, 2019
Common Stock 04/27/2022   G (1) V 13,295 A $ 0 148,515 D  
Common Stock 05/25/2022   G (2) V 143,742 D $ 0 0 I By 2020 GRAT dated May 21, 2020
Common Stock 05/25/2022   G (2) V 25,672 A $ 0 174,187 D  
Common Stock 05/25/2022   G (3) V 174,187 D $ 0 0 D  
Common Stock 05/25/2022   G (3) V 174,187 A $ 0 174,187 I 2022 GRAT 2A dated April 22, 2022
Common Stock               130,294 I By 2021 GRAT 2 dated June 30, 2021
Common Stock               23,128 I By 2021 GRAT 3 dated June 30, 2021
Common Stock               3,000 I Reporting Person's Spouse
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) $ 54.03               (4) 07/18/2023 Common Stock 29,987.00   29,987 D  
Stock Option (Right to Buy) $ 49.73               (4) 03/07/2024 Common Stock 33,706.00   33,706 D  
Stock Option (Right to Buy) $ 50.43               (4) 03/05/2025 Common Stock 37,306.00   37,306 D  
Stock Option (Right to Buy) $ 28.49               (4) 03/03/2026 Common Stock 179,211.00   179,211 D  
Stock Option (Right to Buy) $ 30.42               (4) 03/02/2027 Common Stock 168,180.00   168,180 D  
Restricted Stock Units $ 0 (5)             03/05/2023   (6) Common Stock 121,989.00   121,989 D  
Restricted Stock Units $ 0 (5)             03/04/2024   (6) Common Stock 83,418.00   83,418 D  
Restricted Stock Units $ 0 (5)             03/03/2025   (6) Common Stock 56,773.00   56,773 D  
Explanation of Responses:
1. On April 27, 2022, the reporting person indirectly held 13,295 shares of MOS common stock ("2019 GRAT Shares") in a grantor retained annuity trust for the benefit of himself and his spouse ("2019 GRAT"). On that date and upon termination of the 2019 GRAT, the 2019 GRAT Shares were distributed to the reporting person in satisfaction of an annuity due to the reporting person and was exempt from reporting under Rule 16a-13.
2. On May 25, 2022, the reporting person indirectly held 143,742 shares of MOS common stock ("2020 GRAT Shares") in a grantor retained annuity trust for the benefit of himself and his spouse ("2020 GRAT"). On that date and upon termination of the 2020 GRAT, 118,070 of the 2020 GRAT Shares were distributed to the James C. O'Rourke Grantor Investment Trust of 2019 for the benefit of the reporting person's adult children, which distribution was exempt from reporting under rule 16b-5; and 25,672 of the 2020 GRAT Shares shares were distributed to the reporting person in satisfaction of an annuity due to the reporting person and was exempt from reporting under Rule 16a-13.
3. This transaction involved a gift of MOS common stock by the reporting person to a grantor retained annuity trust dated April 22, 2022, for the benefit of reporting person and his spouse ("2022 GRAT 2A"). The reporting person serves as trustee of the 2022 GRAT 2A.
4. This Stock Option is 100% exercisable.
5. One-for-One
6. Not Applicable
/s/ Mark J. Isaacson, Attorney-in-Fact for James C. O'Rourke 05/27/2022
** 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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