The Mosaic Company (MOS) Form 4 MOSAIC / Gary N. Davis 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^*

Davis Gary N.

(Last) (First) (Middle)

ATRIA CORPORATE CENTER, SUITE E490

3033 CAMPUS DRIVE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP - Phosphate Operations

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2015

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	07/19/2015		M		4,050	A	$0	31,097	D
Common Stock	07/19/2015		A(1)		3,015	A	$0	34,112	D
Common Stock	07/19/2015		F(2)		1,803	D	$45.26	32,309	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)	$127.21							(3)	07/31/2018	Common Stock	2,195		2,195	D
Stock Option (Right to Buy)	$52.72							(3)	07/27/2019	Common Stock	4,507		4,507	D
Stock Option (Right to Buy)	$44.93							(3)	07/27/2020	Common Stock	10,130		10,130	D
Stock Option (Right to Buy)	$70.62							(3)	07/21/2021	Common Stock	6,460		6,460	D
Stock Option (Right to Buy)	$57.62							(3)	07/19/2022	Common Stock	10,198		10,198	D
Restricted Stock Units	$0.0(4)	07/19/2015		M			4,050	07/19/2015	(5)	Common Stock	4,050	$0	0	D
Stock Option (Right to Buy)	$54.03							(6)	07/18/2023	Common Stock	11,048		11,048	D
Restricted Stock Units	$0.0(4)							07/18/2016	(5)	Common Stock	4,319		4,319	D
Stock Option (Right to Buy)	$49.73							(7)	03/07/2024	Common Stock	12,418		12,418	D
Restricted Stock Units	$0.0(4)							03/07/2017	(5)	Common Stock	4,692		4,692	D
Stock Option (Right to Buy)	$50.43							(8)	03/05/2025	Common Stock	14,923		14,923	D

Explanation of Responses:

1. Shares issued to reporting person upon the vesting of a performance unit award granted to reporting person on July 19, 2012. The performance unit award was not a derivative security.

2. Shares sold to cover tax liability incurred as a result of most recent vesting of Restricted Stock Units and Performance Units.

3. This Stock Option is 100% exercisable.

4. One-for-One

5. Not Applicable

6. 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.

7. 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.

8. Grant Date 03/05/2015; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.

Remarks:

	/s/Mark J. Isaacson, Attorney-in-Fact for Gary N. Davis	07/21/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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