Mizell Steven Form 4 MONSANTO / STEVEN MIZELL 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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X

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^*

MIZELL STEVEN

(Last) (First) (Middle)

800 N. LINDBERGH BLVD.

(Street)

ST. LOUIS MO 63167

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MONSANTO CO /NEW/ [ MON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2018

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	06/07/2018		D		62	D	(1)(2)	0	D
Common Stock	06/07/2018		D		1,024	D	(1)(2)	0	I	By 401(k) Plan
Common Stock	06/07/2018		D		48,581(4)	D	(1)(2)	0	D
Common Stock	06/07/2018		D		19,787(5)	D	(1)(2)	0	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
Stock Option (Right to Buy)	$58.71	06/07/2018		D			7	(3)	(3)	Common Stock	7	(3)	0	D
Stock Option (Right to Buy)	$74.79	06/07/2018		D			70	(3)	(3)	Common Stock	70	(3)	0	D
Stock Option (Right to Buy)	$90.48	06/07/2018		D			91	(3)	(3)	Common Stock	91	(3)	0	D
Stock Option (Right to Buy)	$106.05	06/07/2018		D			80	(3)	(3)	Common Stock	80	(3)	0	D
Stock Option (Right to Buy)	$112.82	06/07/2018		D			5,764	(3)	(3)	Common Stock	5,764	(3)	0	D
Stock Option (Right to Buy)	$91.34	06/07/2018		D			7,234	(3)	(3)	Common Stock	7,234	(3)	0	D
Deferred Payment Plan Restricted Stock Unit	(1)(2)	06/07/2018		D			1,926	(1)(2)	(1)(2)	Common Stock	1,926	(1)(2)	0	D
Phantom Share Units	(1)(2)	06/07/2018		D			16,473	(1)(2)	(1)(2)	Common Stock	16,473	(1)(2)	0	D

Explanation of Responses:

1. Pursuant to the terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of September 14, 2016 (the "Merger Agreement"), by and among Bayer Aktiengesellschaft ("Bayer"), KWA Investment Co. ("Merger Sub") and Monsanto Company (the "Company"), each share of common stock of the Company and each time- or performance-vesting restricted stock unit of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive $128.00 in cash, without interest (the "Merger Consideration").

2. (Continued from Footnote 1) The Merger Consideration that is payable in respect of restricted stock units of the Company that were granted (a) prior to September 14, 2016 is fully vested as of the Effective Time or (b) after September 14, 2016 will vest based upon the vesting schedule applicable to the corresponding restricted stock units (subject to accelerated vesting in full upon a termination of employment without cause, for good reason or due to death, disability or retirement). Any Merger Consideration that is not paid at the Effective Time will begin accruing interest as of the Effective Time at the short-term federal rate.

3. Pursuant to the terms of the Merger Agreement, each option to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into the right to receive the Merger Consideration less the applicable exercise price of such option, without interest.

4. Represents restricted stock units.

5. Represents performance-based restricted stock units.

Remarks:

	Jennifer Woods, Attorney-in-Fact	06/07/2018
	** Signature of Reporting Person	Date
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