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)
12/31/2020
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 04/02/2020 G 103,452(1) D $0 54,893(1) I By 2019 GRAT dated April 1, 2019
Common Stock 04/02/2020 G 103,452(1) A $0 128,452(1) D
Common Stock 05/28/2020 G 54,893(2) D $0 0 I By 2019 GRAT dated April 1, 2019
Common Stock 05/28/2020 G 128,452(3) D $0 0 D
Common Stock 05/28/2020 G 183,345(2)(3) A $0 183,345 I By 2020 GRAT dated May 21, 2020
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) $70.62 (4) 07/21/2021 Common Stock 16,150 16,150 D
Stock Option (Right to Buy) $57.62 (4) 07/19/2022 Common Stock 27,681 27,681 D
Stock Option (Right to Buy) $54.03 (4) 07/18/2023 Common Stock 29,987 29,987 D
Stock Option (Right to Buy) $49.73 (4) 03/07/2024 Common Stock 33,706 33,706 D
Stock Option (Right to Buy) $50.43 (4) 03/05/2025 Common Stock 37,306 37,306 D
Stock Option (Right to Buy) $28.49 (4) 03/03/2026 Common Stock 179,211 179,211 D
Stock Option (Right to Buy) $30.42 (5) 03/02/2027 Common Stock 168,180 168,180 D
Restricted Stock Units $0.0(6) 03/08/2021 (7) Common Stock 68,401 68,401 D
Restricted Stock Units $0.0(6) 03/07/2022 (7) Common Stock 82,378 82,378 D
Restricted Stock Units $0.0(6) 03/05/2023 (7) Common Stock 121,989 121,989 D
Explanation of Responses:
1. On April 2, 2020, the reporting person indirectly held 158,345 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his spouse ("2019 GRAT"). On that date, 103,452 of the shares were distributed by 2019 GRAT to the reporting person in satisfaction of an annuity to the reporting person and was exempt from reporting under Rule 16a-13.
2. This transaction involved a gift of securities by the reporting person's 2019 GRAT dated April 1, 2019 to a grantor retained annuity trust effective as of May 21, 2020, for the benefit of reporting person and his spouse ("2020 GRAT"). The reporting person serves as trustee of the 2020 GRAT.
3. This transaction involved a gift of securities by the reporting person to the reporting person's 2020 GRAT.
4. This Stock Option is 100% exercisable.
5. 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.
6. One-for-One
7. Not Applicable
Remarks:
/s/ Mark J. Isaacson, Attorney-in-Fact for James C. O'Rourke 02/12/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.