SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THOMAS RICHARD L

(Last)

(First)

(Middle)

FIRST CHICAGO NBD CORPORATION

1 BANK ONE PLAZA

(Street)

CHICAGO

60670

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOSAIC GLOBAL HOLDINGS INC. [ IGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.00 par value	10/22/2004		D		30,000⁽¹⁾	D	$0	0.0000⁽¹⁾	D
Common Stock, $1.00 par value	10/22/2004		M		506⁽²⁾	A	$0	506⁽²⁾	D
Common Stock, $1.00 par value	10/22/2004		D		506⁽¹⁾	D	$0	0.0000⁽¹⁾	D

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified stock option (right to purchase)	$11.59	10/22/2004		D			7,800	⁽³⁾	05/14/2014	Common Stock, $1.00 par value	7,800	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$9.75	10/22/2004		D			9,150	⁽³⁾	05/16/2013	Common Stock, $1.00 par value	9,150	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$12.15	10/22/2004		D			9,800	⁽³⁾	05/10/2012	Common Stock, $1.00 par value	9,800	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$10.815	10/22/2004		D			2,500	⁽³⁾	05/11/2011	Common Stock, $1.00 par value	2,500	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$14.6563	10/22/2004		D			2,500	⁽³⁾	04/25/2010	Common Stock, $1.00 par value	2,500	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$22.6562	10/22/2004		D			2,500	⁽³⁾	04/27/2009	Common Stock, $1.00 par value	2,500	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$34.875	10/22/2004		D			2,500	⁽³⁾	05/12/2008	Common Stock, $1.00 par value	2,500	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$35.0313	10/22/2004		D			2,000	⁽³⁾	08/21/2007	Common Stock, $1.00 par value	2,000	$0	0.0000⁽³⁾	D
Non-qualified stock option (right to purchase)	$41.9375	10/22/2004		D			2,000	⁽³⁾	08/15/2006	Common Stock, $1.00 par value	2,000	$0	0.0000⁽³⁾	D
Deferred stock units	$1	10/22/2004		M			506	⁽²⁾	⁽²⁾	Common Stock, $1.00 par value	506	$0	0.0000⁽²⁾	D

Explanation of Responses:

1. These shares were disposed of in the merger of IMC Global Inc. with GNS Acquisition Corp., with IMC being the surviving entity and a wholly owned subsidiary of The Mosaic Company (the "Merger"). Pursuant to the Merger, each share of IMC common stock was exchanged for one share of common stock of The Mosaic Company on October 22, 2004, the effective date of the Merger (the "Effective Date").

2. The completion of the Merger constituted a retirement event which resulted in the payment of one share of IMC common stock for each deferred stock unit held by directors of IMC Global Inc. on the Effective Date. Pursuant to the Merger, on the Effective Date each share of IMC Common stock, including each share received as payment for a deferred stock unit, was exchanged for one share of common stock of The Mosaic Company.

3. As a result of the Merger, these stock options were assumed by The Mosaic Company and replaced with stock options of The Mosaic C ompany, with substantially the same terms.

Remarks:

	Rose Marie Williams, Attorney in Fact	10/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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