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 * LUMPKINS ROBERT L   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE MOSAIC COMPANY, 3033 CAMPUS DRIVE, SUITE E490 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2009 (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 08/05/2009   G(3)   21,844 A $ 0 21,844 I By GRAT #1 dated February 24, 2009 Common Stock 09/28/2009   G(4)   5,514 A $ 0 5,514 I By GRAT #2 dated September 1, 2009

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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

Restricted Stock Units

$ 0 (1)

08/02/2010

(2)

Common Stock

3,248

3,248

D

Restricted Stock Units

$ 0 (1)

(5)

(2)

Common Stock

4,655

4,655

D

Restricted Stock Units

$ 0 (1)

10/08/2009

A

3,423

(6)

(2)

Common Stock

3,423

$ 0

3,423

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LUMPKINS ROBERT L C/O THE MOSAIC COMPANY 3033 CAMPUS DRIVE, SUITE E490 PLYMOUTH, MN 55441	X

Signatures

s/Richard L. Mack, Attorney-in-Fact for Robert L. Lumpkins		10/13/2009
**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)	One for one
(2)	Not applicable
(3)	On February 25, 2009, the reporting person contributed 21,844 shares of common stock of The Mosaic Company to a grantor retained annuity trust dated February 24, 2009, for the benefit of himself and his daughter ("GRAT #1"). At the time of contribution, the reporting person served as trustee of GRAT #1; on August 5, 2009, the reporting person's spouse became the successor trustee of GRAT #1. This transaction involved the gift of securities to the spouse of the reporting person as successor trustee of GRAT #1 on the date of her acceptance as successor trustee.
(4)	This transaction involved a gift of securities by the reporting person to a grantor retained annuity trust dated September 1, 2009, for the benefit of himself and his daughter ("GRAT #2"). The reporting person's spouse serves as trustee of GRAT #2.
(5)	The restricted stock units vested on October 9, 2009. Vested shares will be delivered to the reporting person on October 9, 2011.
(6)	The restricted stock units vest on October 8, 2010. Vested shares will be delivered to the reporting person on October 8, 2012.

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