The Mosaic Company (MOS) Form 4 MOSAIC / ROBERT L LUMPKINS 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^*

LUMPKINS ROBERT L

(Last) (First) (Middle)

C/O THE MOSAIC COMPANY

3033 CAMPUS DRIVE, SUITE E490

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2016

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	04/11/2016		G		7,171	D	$0	9,279	I	By GRAT #6 dated April 2, 2015(1)
Common Stock	04/11/2016		G		7,171	A	$0	13,202	I	Robert L. Lumpkins Revocable Trust
Common Stock								3,303	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
Restricted Stock Units	$0.0(2)							(3)	(4)	Common Stock	3,350		3,350	D
Restricted Stock Units	$0.0(2)							(5)	(4)	Common Stock	5,274		5,274	D
Restricted Stock Units	$0.0(2)							(6)	(4)	Common Stock	5,707		5,707	D
Restricted Stock Units	$0.0(2)	05/19/2016		A		10,129		(7)	(4)	Common Stock	10,129	$0	10,129	D

Explanation of Responses:

1. On April 11, 2016, the reporting person indirectly held 16,450 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #6). On that date, 7,171 of the shares were distributed by GRAT #6 to the Robert L. Lumpkins Revocable Trust in satisfaction of an annuity to the reporting person and was exempt from reporting under Rule 16a-13.

2. One for one

3. The restricted stock units vested on May 15, 2014. Vested shares will be delivered to the reporting person on October 3, 2016.

4. Not Applicable

5. The restricted stock units vested on May 14, 2015. Vested shares will be delivered to the reporting person on May 15, 2017.

6. The restricted stock units vested on May 19, 2016. Vested shares will be delivered to the reporting person on May 14, 2018.

7. The restricted stock units will vest on the date of the issuer's 2017 Annual Meeting of Stockholders. Vested shares will be delivered to the reporting person on May 19, 2019.

Remarks:

	/s/Mark J. Isaacson, Attorney-in-Fact for Robert L. Lumpkins	05/23/2016
	** 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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