The Mosaic Company (MOS) Form 5 MOSAIC / James Calvin O'Rourke ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

O'Rourke James Calvin

(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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							3,000	I	Reporting Person's Spouse
Common Stock	06/11/2021		G(1)	13,295(1)	D	$0	113,819	D
Common Stock	06/11/2021		G(1)	13,295(1)	A	$0	13,295	I	By 2019 GRAT dated April 1, 2019
Common Stock	06/21/2021		G(2)	39,603(2)	D	$0	143,742	I	By 2020 GRAT dated May 21, 2020
Common Stock	06/21/2021		G(2)	39,603(2)	A	$0	153,422	D
Common Stock	08/06/2021		G(3)	153,422(3)	D	$0	0	D
Common Stock	08/06/2021		G(4)	130,294(4)	A	$0	130,294	I	By 2021 GRAT 2 dated June 30, 2021
Common Stock	08/06/2021		G(5)	23,128(5)	A	$0	23,128	I	By 2021 GRAT 3 dated June 30, 2021

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$57.62						(6)	07/19/2022	Common Stock	27,681		27,681	D
Stock Option (Right to Buy)	$54.03						(6)	07/18/2023	Common Stock	29,987		29,987	D
Stock Option (Right to Buy)	$49.73						(6)	03/07/2024	Common Stock	33,706		33,706	D
Stock Option (Right to Buy)	$50.43						(6)	03/05/2025	Common Stock	37,306		37,306	D
Stock Option (Right to Buy)	$28.49						(6)	03/03/2026	Common Stock	179,211		179,211	D
Stock Option (Right to Buy)	$30.42						(6)	03/02/2027	Common Stock	168,180		168,180	D
Restricted Stock Units	$0.0(7)						03/07/2022	(8)	Common Stock	82,378		82,378	D
Restricted Stock Units	$0.0(7)						03/05/2023	(8)	Common Stock	121,989		121,989	D
Restricted Stock Units	$0.0(7)						03/04/2024	(8)	Common Stock	83,418		83,418	D

Explanation of Responses:

1. This transaction involved a gift of securities by the reporting person to a grantor retained annuity trust dated April 1, 2019, for the benefit of reporting person ("2019 GRAT dated April 1, 2019"). The reporting person serves as trustee of the 2019 GRAT dated April 1, 2019.

2. On June 21, 2021, the reporting person indirectly held 183,345 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his spouse ("2020 GRAT"). On that date, 39,603 of the shares were distributed by the 2020 GRAT to the reporting person in satisfaction of an annuity to the reporting person and was exempt from reporting under Rule 16a-13.

3. This transaction involved a gift of i) 130,294 shares of MOS common stock by the reporting person to a grantor retained annuity trust dated June 30, 2021 ("2021 GRAT 2"); and ii) 23,128 shares of MOS common stock by the reporting person to a grantor retained annuity trust dated June 30, 2021 ("2021 GRAT 3"), each for the benefit of reporting person and his spouse. The reporting person serves as trustee of the 2021 GRAT #1 and 2021 GRAT #2.

4. This transaction involved a gift of securities by the reporting person to 2021 GRAT 2 for the benefit of reporting person and his spouse. The reporting person serves as trustee of the 2021 GRAT 2.

5. This transaction involved a gift of securities by the reporting person to 2021 GRAT 3 for the benefit of reporting person and his spouse. The reporting person serves as trustee of the 2021 GRAT 3.

6. This Stock Option is 100% exercisable.

7. One-for-One

8. Not Applicable

Remarks:

	/s/ Mark J. Isaacson, Attorney-in-Fact for James C. O'Rourke	02/11/2022
	** 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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