O'Rourke James Calvin 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)
12/31/2019

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	04/11/2019		G	158,345	D	$0	10,000	D
Common Stock	04/11/2019		G	158,345	A	$0	158,345	I	By 2019 GRAT dated April 1, 2019(1)
Common Stock							3,000	I	Reporting Person's Spouse

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)	$44.93						(2)	07/27/2020	Common Stock	20,259		20,259	D
Stock Option (Right to Buy)	$70.62						(2)	07/21/2021	Common Stock	16,150		16,150	D
Stock Option (Right to Buy)	$57.62						(2)	07/19/2022	Common Stock	27,681		27,681	D
Stock Option (Right to Buy)	$54.03						(2)	07/18/2023	Common Stock	29,987		29,987	D
Stock Option (Right to Buy)	$49.73						(2)	03/07/2024	Common Stock	33,706		33,706	D
Stock Option (Right to Buy)	$50.43						(2)	03/05/2025	Common Stock	37,306		37,306	D
Stock Option (Right to Buy)	$28.49						(2)	03/03/2026	Common Stock	179,211		179,211	D
Stock Option (Right to Buy)	$30.42						(3)	03/02/2027	Common Stock	168,180		168,180	D
Restricted Stock Units	$0.0(4)						03/08/2021	(5)	Common Stock	68,401		68,401	D
Restricted Stock Units	$0.0(4)						03/07/2022	(5)	Common Stock	82,378		82,378	D

Explanation of Responses:

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

2. This Stock Option is 100% exercisable.

3. Grant Date 03/02/2017; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.

4. One-for-One

5. Not Applicable

Remarks:

	/s/ Mark J. Isaacson, Attorney-in-Fact for James C. O'Rourke	02/14/2020
	** 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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