Ebel Gregory L Form 4 MOSAIC / GREGORY L EBEL ownership change

SEC Form 4

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^*

EBEL GREGORY L

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2023

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	12/04/2023		G		20,838(1)	D	$0	9,162	I	2022 Annuity Trust I dated September 13, 2022
Common Stock	12/04/2023		G		20,838(1)	A	$0	109,734	D
Common Stock	12/04/2023		G		20,838(2)	D	$0	88,896	D
Common Stock	12/04/2023		G		20,838(2)	A	$0	20,838	I	2023 Annuity Trust I dated December 4, 2023

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(3)							(4)	(5)	Common Stock	7,439		7,439	D
Restricted Stock Units	$0(3)							(6)	(5)	Common Stock	7,682		7,682	D

Explanation of Responses:

1. On December 4, 2023, the reporting person indirectly held 30,000 shares of MOS common stock in a grantor retained annuity trust for the benefit of reporting person and his children ("2022 Annuity Trust I dated September 13, 2022"). On that date, 20,838 of the shares were distributed by 2022 Annuity Trust I dated September 13, 2022 to the reporting person in satisfaction of an annuity due to the reporting person.

2. This transaction involved a gift of issuer's common stock by the reporting person to a grantor retained annuity trust dated December 4, 2023, for the benefit of reporting person and his children ("2023 Annuity Trust I"). The reporting person serves as trustee of the 2023 Annuity Trust I.

3. One-for-One

4. The restricted stock units vested on the date of the issuer's 2022 Annual Meeting of Stockholders. Vested shares will be delivered to the reporting person on May 20, 2024.

5. Not Applicable

6. The restricted stock units will vest and be paid to the reporting person on the date of the issuer's 2024 Annual Meeting of Stockholders.

Remarks:

	/s/ Philip E. Bauer, Attorney-in-Fact for Gregory L. Ebel	12/06/2023
	** 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).
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