Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Stern Michael K
  2. Issuer Name and Ticker or Trading Symbol
MONSANTO CO /NEW/ [MON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP and CEO, Climate
(Last)
(First)
(Middle)
800 N. LINDBERGH BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2018
(Street)

ST. LOUIS, MO 63167
4. If Amendment, Date 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
(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 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)
Code V Amount (A) or (D) Price
Common Stock 06/07/2018   D   7,376 D (1) (2) 0 D  
Common Stock 06/07/2018   D   4,367 D (1) (2) 0 I By 401(k) Plan
Common Stock 06/07/2018   D   11,854 (4) D (1) (2) 0 D  
Common Stock 06/07/2018   D   14,779 (5) D (1) (2) 0 D  

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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 Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 70.69 06/07/2018   D     7,960   (3)   (3) Common Stock 7,960 (3) 0 D  
Stock Option (Right to Buy) $ 74.79 06/07/2018   D     7,830   (3)   (3) Common Stock 7,830 (3) 0 D  
Stock Option (Right to Buy) $ 90.48 06/07/2018   D     5,280   (3)   (3) Common Stock 5,280 (3) 0 D  
Stock Option (Right to Buy) $ 103.51 06/07/2018   D     800   (3)   (3) Common Stock 800 (3) 0 D  
Stock Option (Right to Buy) $ 106.05 06/07/2018   D     8,490   (3)   (3) Common Stock 8,490 (3) 0 D  
Stock Option (Right to Buy) $ 112.82 06/07/2018   D     10,640   (3)   (3) Common Stock 10,640 (3) 0 D  
Stock Option (Right to Buy) $ 91.34 06/07/2018   D     16,430   (3)   (3) Common Stock 16,430 (3) 0 D  
Phantom Share Units (1) (2) 06/07/2018   D     3,871   (1)(2)   (1)(2) Common Stock 3,871 (1) (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stern Michael K
800 N. LINDBERGH BLVD.
ST. LOUIS, MO 63167
      VP and CEO, Climate  

Signatures

 Jennifer Woods, Attorney-in-Fact   06/07/2018
**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) Pursuant to the terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of September 14, 2016 (the "Merger Agreement"), by and among Bayer Aktiengesellschaft ("Bayer"), KWA Investment Co. ("Merger Sub") and Monsanto Company (the "Company"), each share of common stock of the Company and each time- or performance-vesting restricted stock unit of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive $128.00 in cash, without interest (the "Merger Consideration").
(2) (Continued from Footnote 1) The Merger Consideration that is payable in respect of restricted stock units of the Company that were granted (a) prior to September 14, 2016 is fully vested as of the Effective Time or (b) after September 14, 2016 will vest based upon the vesting schedule applicable to the corresponding restricted stock units (subject to accelerated vesting in full upon a termination of employment without cause, for good reason or due to death, disability or retirement). Any Merger Consideration that is not paid at the Effective Time will begin accruing interest as of the Effective Time at the short-term federal rate.
(3) Pursuant to the terms of the Merger Agreement, each option to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into the right to receive the Merger Consideration less the applicable exercise price of such option, without interest.
(4) Represents restricted stock units.
(5) Represents performance-based restricted stock units.

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