Edgar Filing: MOSAIC CO - Form SC 13G/A

SCHEDULE 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

The Mosaic Company

(Name of Issuer)

Common Stock, par value US$0.01 per share

(Title of Class of Securities)

61945C 10 3

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 61945C 10 3		Page 2 of 10


1	Names of reporting persons Temasek Holdings (Private) Limited
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Republic of Singapore
Number of shares beneficially owned by each reporting person with:		5	Sole voting power 0
		6	Shared voting power 7,842,611*
		7	Sole dispositive power 0
		8	Shared dispositive power 7,842,611*
9	Aggregate amount beneficially owned by each reporting person 7,842,611*
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.3%**
12	Type of reporting person (see instructions) HC

*	See Item 4 of this Schedule.

Based on 336,965,333 shares of Common Stock, par value US$0.01 per share (“Shares”), reported as outstanding by The Mosaic Company as of October 27, 2014 in its most recent quarterly report on Form 10-Q for the quarterly period ended September 30, 2014 and filed with the Securities and Exchange Commission (“SEC”) on October 30, 2014.


CUSIP No. 61945C 10 3		Page 3 of 10


1	Names of reporting persons Temasek Capital (Private) Limited
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Republic of Singapore
Number of shares beneficially owned by each reporting person with:		5	Sole voting power 0
		6	Shared voting power 7,842,611*
		7	Sole dispositive power 0
		8	Shared dispositive power 7,842,611*
9	Aggregate amount beneficially owned by each reporting person 7,842,611*
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.3%**
12	Type of reporting person (see instructions) HC

*	See Item 4 of this Schedule.

**	Based on 336,965,333 Shares reported as outstanding by The Mosaic Company as of October 27, 2014 in its most recent quarterly report on Form 10-Q for the quarterly period ended September 30, 2014 and filed with the SEC on October 30, 2014.


CUSIP No. 61945C 10 3		Page 4 of 10


1	Names of reporting persons Seletar Investments Pte Ltd
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Republic of Singapore
Number of shares beneficially owned by each reporting person with:		5	Sole voting power 0
		6	Shared voting power 7,842,611*
		7	Sole dispositive power 0
		8	Shared dispositive power 7,842,611*
9	Aggregate amount beneficially owned by each reporting person 7,842,611*
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.3%**
12	Type of reporting person (see instructions) HC

*	See Item 4 of this Schedule.

**	Based on 336,965,333 Shares reported as outstanding by The Mosaic Company as of October 27, 2014 in its most recent quarterly report on Form 10-Q for the quarterly period ended September 30, 2014 and filed with the SEC on October 30, 2014.


CUSIP No. 61945C 10 3		Page 5 of 10


1	Names of reporting persons Dunearn Investments (Mauritius) Pte Ltd
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Republic of Mauritius
Number of shares beneficially owned by each reporting person with:		5	Sole voting power 0
		6	Shared voting power 7,842,611*
		7	Sole dispositive power 0
		8	Shared dispositive power 7,842,611*
9	Aggregate amount beneficially owned by each reporting person 7,842,611*
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 2.3%**
12	Type of reporting person (see instructions) HC

*	See Item 4 of this Schedule.

**	Based on 336,965,333 Shares reported as outstanding by The Mosaic Company as of October 27, 2014 in its most recent quarterly report on Form 10-Q for the quarterly period ended September 30, 2014 and filed with the SEC on October 30, 2014.


CUSIP No. 61945C 10 3		Page 6 of 10


1	Names of reporting persons Sherwood Investments Pte. Ltd.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Citizenship or place of organization Republic of Mauritius
Number of shares beneficially owned by each reporting person with:		5	Sole voting power 0
		6	Shared voting power 3,486,983*
		7	Sole dispositive power 0
		8	Shared dispositive power 3,486,983*
9	Aggregate amount beneficially owned by each reporting person 3,486,983*
10	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11	Percent of class represented by amount in Row (9) 1.0%**
12	Type of reporting person (see instructions) CO

*	See Item 4 of this Schedule.

**	Based on 336,965,333 Shares reported as outstanding by The Mosaic Company as of October 27, 2014 in its most recent quarterly report on Form 10-Q for the quarterly period ended September 30, 2014 and filed with the SEC on October 30, 2014.

Page 7 of 10

Item 1(a).

Name of Issuer:

The Mosaic Company

Item 1(b).

Address of Issuer’s Principal Executive Offices:

3033 Campus Drive

Suite E490

Plymouth, Minnesota 55441

USA

Item 2(a).

Name of Person Filing:

(i)

Temasek Holdings (Private) Limited (“Temasek Holdings”).

(ii)

Temasek Capital (Private) Limited (“Temasek Capital”), a wholly-owned subsidiary of Temasek Holdings.

(iii)

Seletar Investments Pte Ltd (“Seletar”), a wholly-owned subsidiary of Temasek Capital.

(iv)

Dunearn Investments (Mauritius) Pte Ltd (“Dunearn”), a wholly-owned subsidiary of Seletar.

(v)

Sherwood Investments Pte. Ltd. (“Sherwood”), a wholly-owned subsidiary of Dunearn.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

(i)

60B Orchard Road

#06-18 Tower 2, The Atrium@Orchard,

Singapore 238891

(ii)

60B Orchard Road

#06-18 Tower 2, The Atrium@Orchard,

Singapore 238891

(iii)

60B Orchard Road

#06-18 Tower 2, The Atrium@Orchard,

Singapore 238891

(iv)

c/o CIM Corporate Services Ltd

Les Cascades,

Edith Cavell Street,

Port Louis, Republic of Mauritius

(v)

c/o CIM Corporate Services Ltd

Les Cascades,

Edith Cavell Street,

Port Louis, Republic of Mauritius

Item 2(c).

Citizenship:

(i)

Republic of Singapore

(ii)

Republic of Singapore

(iii)

Republic of Singapore

(iv)

Republic of Mauritius

(v)

Republic of Mauritius

Item 2(d).

Title of Class of Securities:

Common Stock, par value US$0.01 per share.

Item 2(e).

CUSIP Number:

61945C 10 3

Page 8 of 10

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

As of December 31, 2014, Sherwood directly owned 3,486,983 Shares. Sherwood is wholly-owned by Dunearn, which in turn is wholly-owned by Seletar, which in turn is wholly-owned by Temasek Capital, which in turn is wholly-owned by Temasek Holdings.

As of December 31, 2014, Northbrooks Investments (Mauritius) Pte Ltd (“Northbrooks”) directly owned 4,355,628 Shares. Northbrooks is wholly-owned by Dunearn, which in turn is wholly-owned by Seletar, which in turn is wholly-owned by Temasek Capital, which in turn is wholly-owned by Temasek Holdings.

Accordingly, as of December 31, 2014, each of Temasek Holdings, Temasek Capital, Seletar and Dunearn may be deemed to have beneficially owned the 3,486,983 Shares owned directly by Sherwood and the 4,355,628 Shares owned directly by Northbrooks, being an aggregate of 7,842,611 Shares. As of the date of this Schedule, each of Sherwood and Northbrooks ceased to directly own any Shares, and accordingly, none of Temasek Holdings, Temasek Capital, Seletar and Dunearn may be deemed to beneficially own any Shares.

(b)

Percent of class:

As of December 31, 2014, the Shares that may be deemed to have been beneficially owned by Temasek Holdings, Dunearn, Seletar and Temasek Capital constituted approximately 2.3% of the Shares outstanding, including approximately 1.0% directly and beneficially owned by Sherwood.

All percentage calculations in this Schedule are based on 336,965,333 Shares reported as outstanding by The Mosaic Company as of October 27, 2014 in its most recent quarterly report on Form 10-Q for the quarterly period ended September 30, 2014 and filed with the SEC on October 30, 2014.

(c)

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

Temasek Holdings: 7,842,611

Temasek Capital: 7,842,611

Seletar: 7,842,611

Dunearn: 7,842,611

Sherwood: 3,486,983

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

Temasek Holdings: 7,842,611

Temasek Capital: 7,842,611

Seletar: 7,842,611

Dunearn: 7,842,611

Sherwood: 3,486,983

Item 5.

Ownership of Five Percent or Less of a Class.

Page 9 of 10

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Page 10 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 13, 2015	TEMASEK HOLDINGS (PRIVATE) LIMITED⁽¹⁾

	By:	/s/ Choo Soo Shen Christina
		Name:	Choo Soo Shen Christina
		Title:	Authorized Signatory

Dated: February 13, 2015	TEMASEK CAPITAL (PRIVATE) LIMITED⁽¹⁾

	By:	/s/ Cheong Kok Tim
		Name:	Cheong Kok Tim
		Title:	Director

Dated: February 13, 2015	SELETAR INVESTMENTS PTE LTD⁽¹⁾

	By:	/s/ Git Oi Chee
		Name:	Git Oi Chee
		Title:	Director

Dated: February 13, 2015	DUNEARN INVESTMENTS (MAURITIUS) PTE LTD⁽¹⁾

	By:	/s/ Rooksana Shahabally
		Name:	Rooksana Shahabally
		Title:	Director

Dated: February 13, 2015	SHERWOOD INVESTMENTS PTE. LTD.⁽¹⁾

	By:	/s/ Rooksana Shahabally
		Name:	Rooksana Shahabally
		Title:	Director

⁽¹⁾

This amendment is being filed jointly by Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited, Seletar Investments Pte Ltd, Dunearn Investments (Mauritius) Pte Ltd and Sherwood Investments Pte. Ltd. pursuant to the Joint Filing Agreement dated February 7, 2013 filed as an exhibit to the statement on Schedule 13G filed by Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited, Seletar Investments Pte Ltd, Dunearn Investments (Mauritius) Pte Ltd and Sherwood Investments Pte. Ltd with respect to the issuer on February 7, 2013.