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 * COCHRAN PHYLLIS E 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 05/31/2012 (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 11/20/2008   L5 1.3488 A $ 33.88 1,001.3488 D   Common Stock 02/19/2009   L5 1.0843 A $ 41.35 1,002.4331 D   Common Stock 05/21/2009   L5 0.9744 A $ 45.53 1,003.4075 D   Common Stock 08/20/2009   L4 0.796 A $ 54.39 1,004.2035 D   Common Stock 11/19/2009   L5 0.8883 A $ 49.49 4,893.0918 D   Common Stock 02/18/2010   L5 0.8041 A $ 54.01 4,893.8959 D   Common Stock 05/20/2010   L5 1.1005 A $ 45.74 4,894.9964 D   Common Stock 08/20/2010   L4 0.8932 A $ 56.43 6,519.8896 D   Common Stock 11/19/2010   L5 0.7343 A $ 68.69 6,520.6239 D   Common Stock 02/18/2011   L5 0.5887 A $ 85.75 6,521.2126 D   Common Stock 05/03/2011   L5 0.6937 A $ 72.81 6,521.9063 D   Common Stock 08/19/2011   L4 0.7665 A $ 65.95 6,522.6728 D   Common Stock 11/18/2011   L 0.9606 A $ 52.66 8,850.6334 D   Common Stock 02/17/2012   L 0.9096 A $ 55.66 8,851.543 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

Restricted Stock Units

$ 0 (1)

Â

Â

Â

Â

Â

  (3)

  (2)

Common Stock

1,712

Â

1,712

D

Â

Restricted Stock Units

$ 0 (1)

Â

Â

Â

Â

Â

  (4)

  (2)

Common Stock

1,381

Â

1,381

D

Â

Restricted Stock Units

$ 0 (1)

Â

Â

Â

Â

Â

  (5)

  (2)

Common Stock

2,908

Â

2,908

D

Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COCHRAN PHYLLIS E C/O THE MOSAIC COMPANY 3033 CAMPUS DRIVE, SUITE E490 PLYMOUTH, MN 55441	  X	Â	Â	Â

Signatures

Phyllis E. Cochran		07/06/2012
**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 8, 2010. Vested shares will be delivered to the reporting person on October 8, 2012.
(4)	The restricted stock units vested on October 7, 2011. Vested shares will be delivered to the reporting person on October 7, 2013.
(5)	The restricted stock units vest on October 6, 2012. Vested shares will be delivered to the reporting person on October 6, 2014.

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