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 *
STRANGHOENER LAWRENCE W
2. Issuer Name and Ticker or Trading Symbol
MOSAIC CO [MOS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)

C/O THE MOSAIC COMPANY, 3033 CAMPUS DRIVE, SUITE E490
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2013
(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             103,658 D  
Common Stock             50 (7) I By Son

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
Stock Option (Right to Buy) $ 15.04             (1) 10/29/2014 Common Stock
12,084
  12,084
D
 
Stock Option (Right to Buy) $ 17.29             (1) 08/01/2015 Common Stock
64,935
  64,935
D
 
Stock Option (Right to Buy) $ 15.45             (1) 08/04/2016 Common Stock
61,120
  61,120
D
 
Stock Option (Right to Buy) $ 40.03             (1) 08/02/2017 Common Stock
25,328
  25,328
D
 
Stock Option (Rght to Buy) $ 127.21             (1) 07/31/2018 Common Stock
7,315
  7,315
D
 
Stock Option (Right to Buy) $ 52.72             (1) 07/27/2019 Common Stock
14,423
  14,423
D
 
Stock Option (Right to Buy) $ 44.93             (2) 07/27/2020 Common Stock
22,285
  22,285
D
 
Restricted Stock Units $ 0 (3)           07/27/2013   (4) Common Stock
12,241
  12,241
D
 
Stock Option (Right to Buy) $ 70.62             (5) 07/21/2021 Common Stock
13,997
  13,997
D
 
Restricted Stock Units $ 0 (3)           07/21/2014   (4) Common Stock
6,136
  6,136
D
 
Stock Option (Right to Buy) $ 57.62             (6) 07/19/2022 Common Stock
21,853
  21,853
D
 
Restricted Stock Units $ 0 (3)           07/19/2015   (4) Common Stock
8,678
  8,678
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STRANGHOENER LAWRENCE W
C/O THE MOSAIC COMPANY
3033 CAMPUS DRIVE, SUITE E490
PLYMOUTH, MN 55441
      Chief Financial Officer  

Signatures

/s/Richard L. Mack, Attorney-in-Fact for Lawrence W. Stranghoener 07/15/2013
**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) This Stock Option is 100% exercisable.
(2) Grant Date 07/27/2010; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.
(3) One-for-One
(4) Not Applicable
(5) Grant Date 07/21/2011; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.
(6) Grant Date 07/19/2012; option becomes exercisable in three equal installments commencing on the first anniversary of the grant date and on each anniversary thereafter.
(7) The reporting person no longer has a reportable beneficial interest in 200 shares of MOS common stock owned by his daughters and included in the reporting person's prior ownership reports.

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

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