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^*

McLellan Richard N

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP-Mosaic Fertilizantes

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2019

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 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	06/15/2019		A		49,195⁽¹⁾	A	$0	123,071	D
Common Stock	06/15/2019		F⁽²⁾		19,359	D	$22.36	103,712	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)	$52.72							⁽³⁾	07/27/2019	Common Stock	6,611		6,611	D
Stock Option (Right to Buy)	$44.93							⁽³⁾	07/27/2020	Common Stock	10,130		10,130	D
Stock Option (Right to Buy)	$70.62							⁽³⁾	07/21/2021	Common Stock	6,460		6,460	D
Stock Option (Right to Buy)	$57.62							⁽³⁾	07/19/2022	Common Stock	11,655		11,655	D
Stock Option (Right to Buy)	$54.03							⁽³⁾	07/18/2023	Common Stock	15,783		15,783	D
Stock Option (Right to Buy)	$49.73							⁽³⁾	03/07/2024	Common Stock	17,740		17,740	D
Stock Option (Right to Buy)	$50.43							⁽³⁾	03/05/2025	Common Stock	20,519		20,519	D
Stock Option (Right to Buy)	$28.49							⁽³⁾	03/03/2026	Common Stock	43,807		43,807	D
Stock Option (Right to Buy)	$30.42							⁽⁴⁾	03/02/2027	Common Stock	37,000		37,000	D
Restricted Stock Units	$0.0⁽⁵⁾							03/08/2021	⁽⁶⁾	Common Stock	14,657		14,657	D
Restricted Stock Units	$0.0⁽⁵⁾							03/07/2022	⁽⁶⁾	Common Stock	14,327		14,327	D

Explanation of Responses:

1. Shares issued to reporting person upon vesting of a retention award granted to reporting person on June 15, 2017. The retention award was not a derivative security.

2. Shares sold to cover tax liability incurred as a result of most recent vesting of Retention Award.

3. This Stock Option is 100% exercisable.

4. 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.

5. One-for-One

6. Not Applicable

Remarks:

	/s/ Mark J. Isaacson, Attorney in Fact for Richard N. McLellan	06/18/2019
	** 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.
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