Sec Form 4 Filing - Davis Gary N. @ MOSAIC CO - 2014-09-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Davis Gary N. 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) Sr VP - Phosphate Operations (Last) (First) (Middle) ATRIA CORPORATE CENTER, SUITE E490, 3033 CAMPUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2014 (Street) PLYMOUTH, MN55441 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/21/2014 M( 7 ) 4,718 A $ 15.45 33,765 D Common Stock 07/21/2014 S( 7 ) 4,718 D $ 46.21 29,047 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 09/15/2014 M( 7 ) 4,718 ( 1 ) 08/04/2016 Common Stock 4,718 $ 0 0 D Stock Option (Right to Buy) $ 40.03 ( 1 ) 08/02/2017 Common Stock 10,429 10,429 D Stock Option (Right to Buy) $ 127.21 ( 1 ) 07/31/2018 Common Stock 2,195 2,195 D Stock Option (Right to Buy) $ 52.72 ( 1 ) 07/27/2019 Common Stock 4,507 4,507 D Stock Option (Right to Buy) $ 44.93 ( 1 ) 07/27/2020 Common Stock 10,130 10,130 D Stock Option (Right to Buy) $ 70.62 ( 1 ) 07/21/2021 Common Stock 6,460 6,460 D Stock Option (Right to Buy) $ 57.62 ( 4 ) 07/19/2022 Common Stock 10,198 10,198 D Restricted Stock Units $ 0 ( 2 ) 07/19/2015 ( 3 ) Common Stock 4,050 4,050 D Stock Option (Right to Buy) $ 54.03 ( 5 ) 07/18/2023 Common Stock 11,048 11,048 D Restricted Stock Units $ 0 ( 2 ) 07/18/2016 ( 3 ) Common Stock 4,319 4,319 D Stock Option (Right to Buy) $ 49.73 ( 6 ) 03/07/2024 Common Stock 12,418 12,418 D Restricted Stock Units $ 0 ( 2 ) 03/07/2017 ( 3 ) Common Stock 4,692 4,692 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Davis Gary N. ATRIA CORPORATE CENTER, SUITE E490 3033 CAMPUS DRIVE PLYMOUTH, MN55441 Sr VP - Phosphate Operations Signatures /s/Mark J. Isaacson, Attorney-in-Fact for Gary N. Davis 09/17/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Stock Option is 100% exercisable. ( 2 )One-for-One ( 3 )Not Applicable ( 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 11, 2014.

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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