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BOYD GAMING CORP Director's Dealing 2010

Nov 3, 2010

30822_dirs_2010-11-03_8924be18-5277-4d42-a717-b8b72ce61095.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2010-11-01

Reporting Person: BOYD WILLIAM S (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-01 Common Stock A 24540 Acquired 73620 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-11-01 Employee Stock Option (Right to Buy) $8.34 A 146375 Acquired 2020-11-01 Common Stock (146375) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 17460676 Indirect
Common Stock 64081 Indirect
Common Stock 28000 Indirect
Common Stock 1035000 Indirect
Common Stock 153117 Indirect

Footnotes

F1: The Reporting Person was awarded 24,540 Restricted Stock Units for no consideration pursuant to the Issuer's 2002 Stock Incentive Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock upon vesting. The Restricted Stock Units will vest in full upon the third anniversary of the date of award. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2002 Stock Incentive Plan.

F2: By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.

F3: By W.S.B., Inc., the reporting person's wholly owned corporation.

F4: By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.

F5: By BG-09 Limited Partnership, of which each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners thereof.

F6: Options granted under the Issuer's 2002 Stock Incentive Plan. Vesting plan calls for options to become exercisable at the rate of 33.333% per year on the first day of each successive 12 month period commencing one year from grant date.