Edgar Filing: MOSAIC CO

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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3235-0362

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1. Name and Address of Reporting Person ^*

BEUG NORMAN B

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)
Senior Vice President

(Last)

(First)

(Middle)

BOX 7500

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2007

(Street)

REGINA,Â A9Â S0G 0G0

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	Â	Â	Â	Â	Â	Â	12,000	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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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)

$ 30.656

10/22/2004

06/18/2008

Common Stock

5,950

Stock Option (Right to Buy)

$ 22.6562

10/22/2004

04/27/2009

Common Stock

6,200

Stock Option (right to buy)

$ 15.0312

10/22/2004

02/22/2010

Common Stock

6,800

Stock Option (Right to Buy)

$ 15.0312

10/22/2004

02/22/2010

Common Stock

2,500

Stock Option (Right to Buy)

$ 13.55

10/22/2004

02/28/2011

Common Stock

7,000

Stock Option (Right to Buy)

$ 10.71

10/22/2004

11/05/2011

Common Stock

8,750

Stock Option (Right to Buy)

$ 10.76

10/22/2004

01/02/2013

Common Stock

22,000

Stock Option (Right to Buy)

$ 10.19

10/22/2004

01/02/2014

Common Stock

40,000

Restricted Stock Units

$ 0 ⁽⁴⁾

10/29/2008

Â ⁽¹⁾

Common Stock

9,974

Restricted Stock Units

$ 0 ⁽⁴⁾

08/01/2008

Â ⁽¹⁾

Common Stock

9,276

Stock Option (Right to Buy)

$ 17.29

08/01/2006⁽²⁾

08/01/2015

Common Stock

27,829

Restricted Stock Units

$ 0 ⁽⁴⁾

08/04/2009

Â ⁽¹⁾

Common Stock

14,458

Stock Option (Right to Buy)

$ 15.45

08/04/2007⁽³⁾

08/04/2016

Common Stock

43,375

Restricted Stock Unit

$ 0 ⁽⁴⁾

10/06/2009

Â ⁽¹⁾

Common Stock

3,088

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BEUG NORMAN B BOX 7500 REGINA,Â A9Â S0G 0G0	Â	Â	Â Senior Vice President	Â

Signatures

s/Richard L. Mack, Attorney in fact for Norman B. Beug		07/16/2007
^**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)	Not applicable.
(2)	Vests 33.33% on 8/1/2006, 8/1/2007 and 8/1/2008.
(3)	Vests 33.33% on 8/4/2007, 8/4/2008 and 8/4/2009.
(4)	one-for-one

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