Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
McLellan Richard 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 Vice President-Commercial
(Last)
(First)
(Middle)
C/O THE MOSAIC COMPANY, 3033 CAMPUS DRIVE, SUITE E490		 3. Date of Earliest Transaction (Month/Day/Year)
07/21/2014
(Street)

PLYMOUTH, MN 55441		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/21/2014   M   2,832 A $ 0 21,993 D  
Common Stock 07/21/2014   A   1,826 (7) A $ 0 23,819 D  
Commonn Stock 07/21/2014   A   21,172 (8) A $ 0 44,991 D  
Common Stock 07/21/2014   F(9)   11,771 D $ 47.23 33,220 D  

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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 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) $ 15.04               (1) 10/29/2014 Common Stock 21,593   21,593 D  
Stock Option (right to Buy) $ 17.29               (1) 08/01/2015 Common Stock 13,915   13,915 D  
Stock Option (Right to Buy) $ 15.45               (1) 08/04/2016 Common Stock 16,562   16,562 D  
Stock Option (Right to Buy) $ 40.03               (1) 08/02/2017 Common Stock 12,574   12,574 D  
Stock Option (Right to Buy) $ 127.21               (1) 07/31/2018 Common Stock 2,926   2,926 D  
Stock Option (Right to Buy) $ 52.72               (1) 07/27/2019 Common Stock 6,611   6,611 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  
Restricted Stock Units $ 0 (2) 07/21/2014   M     2,832 07/21/2014   (3) Common Stock 2,832 $ 0 0 D  
Stock Option (Right to Buy) $ 57.62               (4) 07/19/2022 Common Stock 11,655   11,655 D  
Restricted Stock Units $ 0 (2)             07/19/2015   (3) Common Stock 4,628   4,628 D  
Stock Option (Right to Buy) $ 54.03               (5) 07/18/2023 Common Stock 15,783   15,783 D  
Restricted Stock Units $ 0 (2)             07/18/2016   (3) Common Stock 6,169   6,169 D  
Stock Option (Right to Buy) $ 49.73               (6) 03/07/2024 Common Stock 17,740   17,740 D  
Restricted Stock Units $ 0 (2)             03/07/2017   (3) Common Stock 6,703   6,703 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McLellan Richard N
C/O THE MOSAIC COMPANY
3033 CAMPUS DRIVE, SUITE E490
PLYMOUTH, MN 55441		       Sr Vice President-Commercial  

Signatures

 /s/ Mark J. Isaacson, Attorney in Fact for Richard N. McLellan   07/23/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) Shares issued to reporting person upon the vesting of a performance unit award granted to reporting person on July 21, 2011. The performance unit award was not a derivative security.
(8) Shares issued to reporting person upon vesting of a retention award granted to reporting person on July 21, 2011. The retention award was not a derivative security.
(9) Shares sold to cover tax liability incurred as a result of most recent vesting of Restricted Stock Units, Performance Units and Retention Award.

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