Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Rourke James Calvin

(Last)

(First)

(Middle)

C/O THE MOSAIC COMPANY

101 EAST KENNEDY BLVD., SUITE 2500

(Street)

TAMPA

33602

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2023

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/06/2023		G		49,917⁽¹⁾	D	$0	620	I	2022 GRAT 2B dated April 22, 2022
Common Stock	12/06/2023		G		49,917⁽¹⁾	A	$0	606,500	D
Common Stock								61,875	I	2022 GRAT 2A dated April 22, 2022
Common Stock								3,000	I	Reporting Person's Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$49.73							⁽²⁾	03/07/2024	Common Stock	33,706		33,706	D
Stock Option (Right to Buy)	$50.43							⁽²⁾	03/05/2025	Common Stock	37,306		37,306	D
Stock Option (Right to Buy)	$28.49							⁽²⁾	03/03/2026	Common Stock	179,211		179,211	D
Stock Option (Right to Buy)	$30.42							⁽²⁾	03/02/2027	Common Stock	168,180		168,180	D
Restricted Stock Units	$0⁽³⁾							03/04/2024	⁽⁴⁾	Common Stock	83,418		83,418	D
Restricted Stock Units	$0⁽³⁾							03/03/2025	⁽⁴⁾	Common Stock	56,773		56,773	D
Restricted Stock Units	$0⁽³⁾							03/09/2026	⁽⁴⁾	Common Stock	63,951		63,951	D

Explanation of Responses:

1. On December 6, 2023, the reporting person indirectly held 50,537 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his spouse ("2022 GRAT 2B dated April 22, 2022"). On that date, 49,917 of the shares were distributed by 2022 GRAT 2B dated April 22, 2022 to the reporting person in satisfaction of an annuity to the reporting person.

2. This Stock Option is 100% exercisable.

3. One-for-One

4. Not Applicable

Remarks:

	/s/ Philip E. Bauer, Attorney-in-Fact for James C. O'Rourke	12/08/2023
	** Signature of Reporting Person	Date
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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