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Section 1: 8-K (8-K - TEMPORARY SUSPENSION OF TRADING UNDER EMPLOYEE BENEFIT PLANS)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2018
 
 
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
001-32327
 
20-1026454
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3033 Campus Drive
Suite E490
Plymouth, Minnesota
 
 
 
 
 
55441
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
 





Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On October 3, 2018, The Mosaic Company (the “Company”) received notice as required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act from the Plan Administrator of the Company's 401(k) plans, namely the Mosaic Investment Plan and the Mosaic Union Savings Plan (the “Plans”), notifying Mosaic of a blackout period.  The blackout period is required in order to change the record keeper and benefit administration service provider for the Plans.  During the blackout period, participants in the Plans will be unable to direct or diversify investments in their accounts, or obtain distributions during the period beginning at 4:00 p.m. Eastern Time on November 2, 2018 and ending the week of November 18, 2018 (the “Blackout Period”).
On October 3, 2018, the Company sent a notice (the “Notice”) to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the Company’s equity securities that will apply to them during the Blackout Period, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities and Exchange Act of 1934.  As described in the Notice, the Company’s directors and executive officers will be prohibited from trading in the Company’s common stock acquired in connection with their service as a director or executive officer of the Company.
A copy of the Notice is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. During the Blackout Period and two years after the end date thereof, a stockholder or other interested party may obtain, without charge, specific information regarding the Blackout Period, by contacting:
 
Global Benefits Committee
 
 
 
The Mosaic Company
 
 
 
3033 Campus Drive, Suite E490
 
 
 
Plymouth, MN 55441
 
 
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
  
Description
 
E
99.1
  
 
 
 
 
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
 
 
 
Date: October 3, 2018
 
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
 
and Corporate Secretary



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Section 2: EX-99.1 (EXHIBIT 99.1 - IMPORTANT NOTICE OF BLACKOUT PERIOD)

Exhibit

Important Notice of Blackout Period to Directors and Executive Officers of The Mosaic Company
October 3, 2018

The Mosaic Company (the “Company”) intends to change the record keeper and benefit administration service provider for the Company’s 401(k) plans, namely, the Mosaic Investment Plan and the Mosaic Union Savings Plan (the “Plans”). In connection with this change, participants in the Plans will be unable to direct or diversify their investments, or obtain a distribution or loan from the Plans for a certain period of time. This period (the “Blackout Period”) will begin at 4:00 p.m. Eastern Time on November 2, 2018 and is expected to end the week of November 18, 2018.
Under the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR, during the Blackout Period directors and executive officers of the Company are prohibited from buying, selling, trading or otherwise acquiring or transferring Mosaic equity securities (including common stock, options and other derivatives) acquired in connection with their service as a director or executive officer. Prohibited transactions are not limited to those involving your direct ownership, but include indirect transactions (for example, transactions by your immediate family members living in your household). However, there are certain transactions that are exempt from this prohibition, including purchases or sales under a Rule 10b5-1 trading plan under certain circumstances and bona fide gifts, bequests and transfers pursuant to domestic relations orders. The rules are complex, so please consult with Beth Paulson at the contact below if you have questions about prohibited transactions and exemptions. Please note that the restrictions on trading extend beyond the quarterly blackout period under the Company’s Insider Trading Policy.
We will notify you of any changes that affect the dates of the Blackout Period. If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, please contact Mark Isaacson at (763) 577-2840 or Beth Paulson, the Company's Senior Corporate and Securities Counsel, at (763) 577-2856 at The Mosaic Company’s corporate headquarters located at 3033 Campus Drive, Plymouth, MN 55441.

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