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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PROKOPANKO JAMES T (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 X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 10/03/2014
	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	10/03/2014		M(7)		43,130	A	$15.45	226,960	I	Revocable Trust
Common Stock	10/03/2014		M(7)		17,986	A	$20.7	244,946	I	Revocable Trust
Common Stock	10/03/2014		S(7)		61,116	D	$42.5138	183,830	I	Revocable Trust

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
Stock Option (Right to Buy)	$15.45	10/03/2014		M(7)			43,130	(3)	08/04/2016	Common Stock	43,130	$0.00	86,258	I	Revocable Trust
Stock Option (Right to Buy	$20.7	10/03/2014		M(7)			17,986	(3)	02/01/2017	Common Stock	17,986	$0.00	35,971	I	Revocable Trust
Stock Option (Right to Buy)	$40.03							(3)	08/02/2017	Common Stock	83,433		83,433	I	Revocable Trust
Stock Option (Right to Buy)	$127.21							(3)	07/31/2018	Common Stock	23,409		23,409	I	Revocable Trust
Stock Option (Right to Buy)	$52.72							(3)	07/27/2019	Common Stock	48,077		48,077	I	Revocable Trust
Stock Option (Right to Buy)	$44.93							(3)	07/27/2020	Common Stock	79,011		79,011	I	Revocable Trust
Stock Option (Right to Buy)	$70.62							(3)	07/21/2021	Common Stock	47,373		47,373	I	Revocable Trust
Stock Option (Right to Buy)	$57.62							(4)	07/19/2022	Common Stock	77,214		77,214	I	Revocable Trust
Restricted Stock Units	$0.00(1)							07/19/2015	(2)	Common Stock	30,661		30,661	D
Stock Option (Right to Buy)	$54.03							(5)	07/18/2023	Common Stock	83,649		83,649	I	Revocable Trust
Restricted Stock Units	$0.00(1)							07/18/2016	(2)	Common Stock	32,698		32,698	D
Stock Option (Right to Buy)	$49.73							(6)	03/07/2024	Common Stock	94,022		94,022	I	Revocable Trust
Restricted Stock Units	$0.00(1)							03/07/2017	(2)	Common Stock	35,525		35,525	D

Explanation of Responses:

1. One-for-One

2. Not Applicable

3. This Stock Option is 100% exercisable.

4. Grant Date 07/19/2012; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.

5. Grant Date 07/18/2013; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.

6. Grant Date 03/07/2014; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.

7. The stock option exercises and sale were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2014.

	/s/Mark J. Isaacson, Attorney-in-Fact for James T. Prokopanko	10/07/2014
	** 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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