SEC FORM 4

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^*

PERTZ DOUGLAS A

(Last)

(First)

(Middle)

100 SOUTH SAUNDERS ROAD

SUITE 300

(Street)

LAKE FOREST

60045

(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)
10/22/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/22/2004		A		415,304.52	A	⁽¹⁾	415,304.52	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$18.1875	10/22/2004		A		320,000		10/22/2004	08/28/2008	Common Stock	320,000	$18.1875⁽²⁾	320,000	D
Stock Option (right to buy)	$18.1875	10/22/2004		A		180,000		10/22/2004	08/28/2008	Common Stock	180,000	$18.1875⁽²⁾	180,000	D
Stock Option (right to buy)	$14.3125	10/22/2004		A		275,000		10/22/2004	10/01/2009	Common Stock	275,000	$14.3125⁽²⁾	275,000	D
Stock Option (right to buy)	$15.0312	10/22/2004		A		254,000		10/22/2004	02/22/2010	Common Stock	254,000	$15.0312⁽²⁾	254,000	D
Stock Option (right to buy)	$15.0625	10/22/2004		A		124,040		10/22/2004	03/30/2010	Common Stock	124,040	$15.0625⁽²⁾	124,040	D
Stock Option (right to buy)	$13.55	10/22/2004		A		325,000		10/22/2004	02/28/2011	Common Stock	325,000	$13.55⁽²⁾	325,000	D
Stock Option (right to buy)	$9.65	10/22/2004		A		175,000		10/22/2004	07/10/2011	Common Stock	175,000	$9.65⁽²⁾	175,000	D
Stock Option (right to buy)	$12.99	10/22/2004		A		440,000		10/22/2004	01/02/2012	Common Stock	440,000	$12.99⁽²⁾	440,000	D
Stock Option (right to buy)	$10.76	10/22/2004		A		310,000		10/22/2004	01/02/2013	Common Stock	310,000	$10.76⁽²⁾	310,000	D
Stock Option (right to buy)	$10.19	10/22/2004		A		445,000		10/22/2004	01/02/2014	Common Stock	445,000	$10.19⁽²⁾	445,000	D

Explanation of Responses:

1. Received in exchange for 502,359.52 shares of IMC Global Inc. common stock with merger of IMC Global (the "Merger"). On the effective date of the Merger, the closing price of IMC Global's common stock was $15.00 per share.

2. Received in the Merger in exchange for a stock option to acquire the same number of IMC Global common stock at the same price per share.

	s/Richard L. Mack	10/26/2004
	** 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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