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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
06/26/2013
(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               1,785 I By GRAT #3 dated March 23, 2010
Common Stock               1,443 I By GRAT #4 dated May 12, 2011
Common Stock               2,397 (9) D  
Common Stock 06/26/2013   G   2,671 D $ 0 5,977 I By GRAT #5 dated June 25, 2012 (7)
Common Stock 06/26/2013   G   2,671 A $ 0 10,168 I Robert L. Lumpkins Revocable Trust
Common Stock 08/29/2013   G   10,168 (10) D $ 0 0 I Robert L. Lumpkins Revocable Trust
Common Stock 10/01/2013   G   1,936 D $ 0 0 I By GRAT #2 dated September 1, 2009 (8)
Common Stock 10/01/2013   G   1,701 A $ 0 1,701 I Robert L. Lumpkins Revocable Trust

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 1474 (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 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)               (3)   (2) Common Stock 2,763   2,763 D  
Restricted Stock Units $ 0 (1)               (4)   (2) Common Stock 4,878   4,878 D  
Restricted Stock Units $ 0 (1)               (5)   (2) Common Stock 4,719   4,719 D  
Restricted Stock Units $ 0 (1) 10/03/2013   A   3,350     (6)   (2) Common Stock 3,350 $ 0 3,350 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   10/07/2013
**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 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.
(4) The restricted stock units vested on October 6, 2012. Vested shares will be delivered to the reporting person on October 6, 2014.
(5) The restricted stock units vest on October 4, 2013. Vested shares will be delivered to the reporting person on October 4, 2015.
(6) The restricted stock units vest on October 3, 2014. Vested shares will be delivered to the reporting person on October 3, 2016.
(7) On June 26, 2013, the reporting person indirectly held 8,648 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #5). On that date, 2,671 of the shares were distributed by GRAT #5 to the Robert L. Lumpkins Revocable Trust in satisfaction of an annuity to the reporting person and was exempt from reporting under Rule 16a-13, following which 5,977 shares remained held by GRAT #5.
(8) On October 1, 2013, the reporting person indirectly held 1,936 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his daughter ("GRAT #2"). On that date and upon termination of GRAT #2, 235 of the shares were distributed to the reporting person's adult daughter's living trust, which distribution was exempt from reporting under rule 16b-5; and 1,701 shares were distributed by GRAT #2 to the Robert L. Lumpkins Revocable Trust in satisfaction of an annuity to reporting person and was exempt from reporting under Rule 16a-13.
(9) These shares were previously reported as indirectly owned by the reporting person. These shares have been held jointly by the reporting person and his spouse, directly, since the date of issuance.
(10) Reporting person is no longer the beneficial owner of the shares as this transaction involved a gift of securities by the reporting person to a charitable lead annuity trust, an irrevocable trust for which his daughter serves as trustee.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.