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 *
Graves Paul W
  2. Issuer Name and Ticker or Trading Symbol
FMC CORP [FMC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
FMC CORPORATION, 2929 WALNUT STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
(Street)

PHILADELPHIA, PA 19104
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 03/01/2019   D   14,118 (1) D (1) 68,087 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) $ 59.47 03/01/2019   D     12,246 (2) 02/18/2016 02/18/2023 Common Stock 12,246 (2) 0 D  
Stock Option (Right to Buy) $ 72.93 03/01/2019   D     10,252 (2) 02/17/2017 02/17/2024 Common Stock 10,252 (2) 0 D  
Stock Option (Right to Buy) $ 63.41 03/01/2019   D     13,986 (2) 02/27/2018 02/27/2025 Common Stock 13,986 (2) 0 D  
Stock Option (Right to Buy) $ 57.63 03/01/2019   D     18,591 (2) 02/27/2020 02/27/2027 Common Stock 18,591 (2) 0 D  
Stock Option (Right to Buy) $ 85.24 03/01/2019   D     11,983 (2) 02/15/2021 02/15/2028 Common Stock 11,983 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Graves Paul W
FMC CORPORATION
2929 WALNUT STREET
PHILADELPHIA, PA 19104
      Executive Vice President  

Signatures

 /s/ Andrea E. Utecht, as attorney in fact for Paul W. Graves   03/05/2019
**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) Represents the conversion of restricted stock units ("FMC RSUs") with respect to shares of common stock of FMC Corporation ("FMC"), par value $0.10 per share ("FMC Common Stock"), held by the Reporting Person as of March 1, 2019, into restricted stock units with respect to shares of common stock of Livent Corporation ("Livent"), par value $0.001 per share ("Livent Common Stock"), in accordance with the terms of the Amended and Restated Employee Matters Agreement, dated as of February 4, 2019, by and between FMC and Livent ("EMA") and the anti-dilution adjustment provisions under the FMC Incentive Compensation and Stock Plan ("FMC Plan"), in connection with the prorata spinoff distribution ("Distribution") by FMC of all of its shares of Livent Common Stock to the holders of record of FMC Common Stock on February 25, 2019.
(2) Represents the conversion of stock options to purchase FMC Common Stock ("FMC Options") into stock options to purchase Livent Common Stock ("Livent Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the FMC Plan, in connection with the Distribution.

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