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 FL 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)
08/09/2023
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)
Code V Amount (A) or (D) Price
Common Stock 08/09/2023 G 95,662(1) D $0 0 I 2021 GRAT 2 dated June 30, 2021
Common Stock 08/09/2023 G 112,312(2) D $0 61,875 I 2022 GRAT 2A dated April 22, 2022
Common Stock 08/09/2023 G 162,596(1)(2) A $0 549,360 D
Common Stock 08/18/2023 G 7,223(3) D $0 0 I 2021 GRAT 3 dated June 30, 2021
Common Stock 08/18/2023 G 7,223(3) A $0 556,583 D
Common Stock 50,537 I 2022 GRAT 2B 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $49.73 (4) 03/07/2024 Common Stock 33,706 33,706 D
Stock Option (Right to Buy) $50.43 (4) 03/05/2025 Common Stock 37,306 37,306 D
Stock Option (Right to Buy) $28.49 (4) 03/03/2026 Common Stock 179,211 179,211 D
Stock Option (Right to Buy) $30.42 (4) 03/02/2027 Common Stock 168,180 168,180 D
Restricted Stock Units $0(5) 03/04/2024 (6) Common Stock 83,418 83,418 D
Restricted Stock Units $0(5) 03/03/2025 (6) Common Stock 56,773 56,773 D
Restricted Stock Units $0(5) 03/09/2026 (6) Common Stock 63,951 63,951 D
Explanation of Responses:
1. On August 9, 2023, the reporting person indirectly held 95,662 shares of MOS common stock ("2021 GRAT 2 Shares") in a grantor retained annuity trust for the benefit of himself and his spouse ("2021 GRAT 2"). On that date and upon termination of the 2021 GRAT 2, 45,378 of the 2021 GRAT 2 Shares were distributed to the James C. O'Rourke Grantor Investment Trust of 2019 for the benefit of the reporting person's adult children; and 50,284 of the 2021 GRAT 2 Shares were distributed by 2021 GRAT 2 to the reporting person in satisfaction of an annuity due to the reporting person.
2. On August 9, 2023, the reporting person indirectly held 174,187 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his spouse ("2022 GRAT 2A"). On that date, 112,312 of the shares were distributed by 2022 GRAT 2A to the reporting person in satisfaction of an annuity due to the reporting person.
3. On August 18, 2023, the reporting person indirectly held 7,223 shares of MOS common stock in a grantor retained annuity trust for the benefit of himself and his spouse ("2021 GRAT 3"). On that date, 7,223 of the shares were distributed by 2021 GRAT 3 to the reporting person in satisfaction of an annuity due to the reporting person.
4. This Stock Option is 100% exercisable.
5. One-for-One
6. Not Applicable
Remarks:
/s/ Philip E. Bauer, Attorney-in-Fact for James C. O'Rourke 09/27/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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