Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2011
(Street)


PLYMOUTH, MN 55441		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 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 10/11/2010   G 1,181 D $ 0 4,333 I By GRAT #2 dated September 1, 2009 (6)
Common Stock 02/25/2011   G 14,517 D $ 0 0 I By GRAT #1 dated February 24, 2009 (7)
Common Stock 03/27/2011   G 1,526 D $ 0 5,801 I By GRAT #3 dated March 23, 2010 (8)
Common Stock 05/17/2011   G(9) 11,175 A $ 0 11,175 I By GRAT #4 dated May 12, 2011

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: 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
Restricted Stock Units $ 0 (1)             (3)   (2) Common Stock
4,655
  4,655
D
 
Restricted Stock Units $ 0 (1)             (4)   (2) Common Stock
3,423
  3,423
D
 
Restricted Stock Units $ 0 (1)             (5)   (2) Common Stock
2,763
  2,763
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 07/15/2011
**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) The restricted stock units vested on October 9, 2009. Vested shares will be delivered to the reporting person on October 9, 2011.
(4) The restricted stock units vested on October 8, 2010. Vested shares will be delivered to the reporting person on October 8, 2012.
(5) The restricted stock units vest on October 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.
(6) On October 11, 2010, the reporting person indirectly held 5,514 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #2). On that date, 1,181 of the shares were distributed by GRAT #2 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13, following which 4,333 shares remained held by GRAT #2.
(7) On February 25, 2011, the reporting person indirectly held 14,517 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #1"). On that date and upon termination of GRAT #1, 9,297 of the shares were distributed to the reporting person's adult daughter, which distribution was exempt from reporting under rule 16b-5; and 5,220 shares were distributed by GRAT #1 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13.
(8) On March 23, 2010, the reporting person contributed 7,327 shares of MOS common stock to a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #3). On March 27, 2011, 1,526 of the shares were distributed by GRAT #3 to reporting person in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13, following which 5,801 shares remained held by GRAT #3.
(9) This transaction involved a gift of securities by the reporting to a grantor retained annuity trust dated May 12, 2011, for the benefit of himself and his daughter ("GRAT #4") and was exempt from reporting under Rule 16a-13. The reporting person's spouse serves as trustee of GRAT #4.

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