BOYD GAMING CORP — Director's Dealing 2010

Nov 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2010-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock	J	93899	—	Acquired	17554575	Indirect
2010-11-15	Common Stock	J	128163	—	Acquired	17682738	Indirect
2010-11-15	Common Stock	J	199209	—	Acquired	17881947	Indirect
2010-11-15	Common Stock	J	162099	—	Acquired	18044046	Indirect
2010-11-15	Common Stock	J	94910	—	Acquired	18138956	Indirect
2010-11-15	Common Stock	J	51861	—	Acquired	18190817	Indirect
2010-11-15	Common Stock	J	1528	—	Acquired	65609	Indirect
2010-11-15	Common Stock	J	3784	—	Acquired	69393	Indirect
2010-11-15	Common Stock	J	6022	—	Acquired	75415	Indirect
2010-11-15	Common Stock	G	1977	—	Acquired	77392	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28000	Indirect
Common Stock	837252	Indirect
Common Stock	153117	Indirect
Common Stock	73620	Direct

Footnotes

F1: Distribution to reporting person of 93,899 shares of Common Stock from the BG-99 Grantor Retained Annuity Trust 3 ("BG-99 GRAT 3") of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 93,899 shares of Common Stock to the William S. Boyd Gaming Properties Trust ("WSBGPT"), of which the reporting person is the trustee, settlor and beneficiary.*

F2: By WSBGPT.

F3: Distribution to reporting person of 128,163 shares of Common Stock from the BG-01 Grantor Retained Annuity Trust 3 ("BG-01 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 128,163 shares of Common Stock to the WSBGPT.*

F4: Distribution to reporting person of 199,209 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 2 ("BG-02 GRAT 2"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 199,209 shares of Common Stock to the WSBGPT.*

F5: Distribution to reporting person of 162,099 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 3 ("BG-01 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 162099 shares of Common Stock to the WSBGPT.*

F6: Distribution to reporting person of 94,910 shares of Common Stock from the BG-09 Grantor Retained Annuity Trust 1 ("BG-09 GRAT 1"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 94,910 shares of Common Stock to the WSBGPT.*

F7: Distribution to reporting person of 51,861 shares of Common Stock from the BG-09 Grantor Retained Annuity Trust 2 ("BG-09 GRAT 2"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 51,861 shares of Common Stock to the WSBGPT.*

F8: Distribution of 1,528 shares of Common Stock from the BG-99 LP of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of reporting person.

F9: By W.S.B., Inc., the reporting person's wholly owned corporation.

F10: Distribution of 3,784 shares of Common Stock from the BG-01 LP of which MBGPT is the general partner, to W.S.B., Inc.

F11: Distribution of 6,022 shares of Common Stock from the BG-02 LP of which MBGPT is the general partner, to W.S.B., Inc.

F12: Gift of 1,977 shares of Common Stock from the BG-09 LP of which WSBGPT and MBGPT are the general partners, to W.S.B., Inc., a wholly owned corporation of reporting person. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F13: By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.

F14: By BG-09 Limited Partnership, of which each of WSBGPT and MBGPT are the general partners thereof. The balance reflects the transfers reported herein as well as the gifts of 195,771 shares of the issuer's common stock, reported by Marianne Boyd Johnson on the date hereof, on behalf of MBGPT, the other general partner of BG-09 Limited Partnership.