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^*

LUMPKINS ROBERT L

(Last)

(First)

(Middle)

C/O THE MOSAIC COMPANY

3033 CAMPUS DRIVE, SUITE E490

(Street)

PLYMOUTH

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)
03/23/2010

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								14,517⁽⁵⁾	I	By GRAT #1 dated February 24, 2009
Common Stock								5,514	I	By GRAT #2 dated September 1, 2009
Common Stock	03/23/2010		G⁽⁵⁾		7,327	A	$0.00	7,327	I	By GRAT #3 dated March 23, 2010
Common Stock	08/02/2010		M		3,248	A	$0.00	3,248	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)
Restricted Stock Units	$0.00⁽¹⁾	08/02/2010		M			3,248	08/02/2010	⁽²⁾	Common Stock	3,248	$0.00	0	D
Restricted Stock Units	$0.00⁽¹⁾							⁽³⁾	⁽²⁾	Common Stock	4,655		4,655	D
Restricted Stock Units	$0.00⁽¹⁾							⁽⁴⁾	⁽²⁾	Common Stock	3,423		3,423	D

Explanation of Responses:

1. One for one

2. Not applicable

3. The restricted stock units vested on October 9, 2009. Vested shares will be delivered to the reporting person on October 9, 2011.

4. The restricted stock units vest on October 8, 2010. Vested shares will be delivered to the reporting person on October 8, 2012.

5. On February 25, 2009, the reporting person contributed 21,844 shares of MOS common stock to a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #1). On March 23, 2010, 7,327 shares were distributed by GRAT #1 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13, following which 14,517 shares remained held by GRAT #1. The transaction being reported involved a gift of 7,327 shares by the reporting person to a grantor retained annuity trust dated March 23, 2010, for the benefit of himself and his daughter ("GRAT #3"). The reporting person's spouse serves as trustee of GRAT #3.

	s/Richard L. Mack, Attorney-in-Fact for Robert L. Lumpkins	08/04/2010
	** 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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