| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 5)* | |
Agrium Inc. | |
| (Name of Issuer) | |
Common Stock without par value | |
| (Title of Class of Securities) | |
008916108 | |
| (CUSIP Number) | |
| Marc Weingarten, Esq. | |
| David Rosewater, Esq. | |
| 919 Third Avenue | |
| New York, New York 10022 | |
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
March 27, 2013 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 008916108 | SCHEDULE 13D/A | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON JANA PARTNERS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)£ (b)S | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 11,199,881 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 11,199,881 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 11,199,881 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 7.5% | |||
| 14 | TYPE OF REPORTING PERSON* IA | |||
| CUSIP No. 008916108 | SCHEDULE 13D/A | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON MITCHELL JACOBSON | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)£ (b)S | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* PF OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 60,989 | ||
| 8 | SHARED VOTING POWER 82,511 (see Item 5(a) and (b) for more information) | |||
| 9 | SOLE DISPOSITIVE POWER 60,989 | |||
| 10 | SHARED DISPOSITIVE POWER 82,511 (see Item 5(a) and (b) for more information) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 143,500 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.09% | |||
| 14 | TYPE OF REPORTING PERSON* IN | |||
| CUSIP No. 008916108 | SCHEDULE 13D/A | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON DAVID BULLOCK | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)£ (b)S | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* PF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,000 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 2,000 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.00% | |||
| 14 | TYPE OF REPORTING PERSON* IN | |||
| CUSIP No. 008916108 | SCHEDULE 13D/A | Page 5 of 8 Pages |
| 1 | NAME OF REPORTING PERSON STEPHEN CLARK | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)£ (b)S | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* PF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,000 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 2,000 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.00% | |||
| 14 | TYPE OF REPORTING PERSON* IN | |||
| CUSIP No. 008916108 | SCHEDULE 13D/A | Page 6 of 8 Pages |
| 1 | NAME OF REPORTING PERSON LYLE VANCLIEF | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)£ (b)S | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS* PF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 100 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 100 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 100 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.00% | |||
| 14 | TYPE OF REPORTING PERSON* IN | |||
| CUSIP No. 008916108 | SCHEDULE 13D/A | Page 7 of 8 Pages |
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on February 21, 2013 (“Amendment No. 1”), Amendment No. 2 filed on March 7, 2013 (“Amendment No. 2”), Amendment No. 3 filed on March 20, 2013 ("Amendment No. 3") and Amendment No. 4 filed on March 22, 2013 (collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, the “Schedule 13D”) with respect to the shares ("Shares") of common stock, no par value, of Agrium Inc., a Canadian corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Items 4 and 7 as set forth below.
| Item 4. | Purpose of Transaction |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Attached hereto as Exhibit I is a press release issued by JANA announcing that leading proxy advisory services firm Institutional Shareholder Services has issued a report that JANA has made a “compelling” case for change and strongly endorsing JANA nominees Barry Rosenstein and David Bullock for election to the board of directors of the Issuer at the upcoming annual general meeting of shareholders on April 9, 2013. |
| Item 7. | Material to be Filed as Exhibits |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit I | Press Release |
| CUSIP No. 008916108 | SCHEDULE 13D/A | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 27, 2013
| JANA PARTNERS LLC | ||
| By: | /s/ Charles Penner | |
| Name: | Charles Penner | |
| Title: | Partner & Chief Legal Officer | |
| /s/ David Bullock | ||
| David Bullock | ||
| /s/ Stephen Clark | ||
| Stephen Clark | ||
| /s/ Mitchell Jacobson | ||
| Mitchell Jacobson | ||
| /s/ Lyle Vanclief | ||
| Lyle Vanclief | ||