BOYD GAMING CORP — Director's Dealing 2010

Jan 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2010-01-25

Reporting Person: JOHNSON MARIANNE BOYD (Director, Executive Vice President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-25	Common Stock	J	92676	—	Disposed	1814462	Indirect
2010-01-25	Common Stock	J	92676	—	Disposed	1721786	Indirect
2010-01-25	Common Stock	J	2896	—	Disposed	1718890	Indirect
2010-01-25	Common Stock	J	33788	—	Disposed	1685102	Indirect
2010-01-25	Common Stock	J	33788	—	Disposed	1651314	Indirect
2010-01-25	Common Stock	J	33788	—	Disposed	1617526	Indirect
2010-01-25	Common Stock	J	381	—	Disposed	1617145	Indirect
2010-01-25	Common Stock	J	92676	—	Disposed	0	Indirect
2010-01-25	Common Stock	J	78623	—	Disposed	45016	Indirect
2010-01-25	Common Stock	J	10297	—	Disposed	2329321	Indirect
2010-01-25	Common Stock	J	322	—	Disposed	2328999	Indirect
2010-01-25	Common Stock	J	7187	—	Disposed	2321812	Indirect
2010-01-25	Common Stock	J	7187	—	Disposed	2314625	Indirect
2010-01-25	Common Stock	J	7187	—	Disposed	2307438	Indirect
2010-01-25	Common Stock	J	42910	—	Disposed	0	Indirect
2010-01-25	Common Stock	J	6058	—	Disposed	1669474	Indirect
2010-01-25	Common Stock	J	6058	—	Disposed	1663416	Indirect
2010-01-25	Common Stock	J	53904	—	Disposed	6058	Indirect
2010-01-25	Common Stock	J	107312	—	Disposed	7086	Indirect
2010-01-25	Common Stock	J	9850	—	Disposed	1542199	Indirect
2010-01-25	Common Stock	J	9850	—	Disposed	1532349	Indirect
2010-01-25	Common Stock	J	75596	—	Disposed	1456753	Indirect

Footnotes

F1: Transfer of 92,676 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-99 Limited Partnership ("BG-99 LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-99 Grantor Retained Annuity Trust 2 ("BG-99 GRAT 2"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another. The reporting person is the trustee, settlor and beneficiary of MBGPT.

F2: By the BG-99 LP, of which MBGPT, is the general partner thereof.

F3: Transfer of 92,676 shares of Common Stock from BG-99 LP to the BG-99 Grantor Retained Annuity Trust 3 ("BG-99 GRAT 3"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F4: Transfer of 2,896 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 William S. Boyd.

F5: Transfer of 33,788 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to The Samuel J. Boyd Gaming Properties Trust, of which Samuel J. Boyd is the Trustee, Settlor and Beneficiary.

F6: Transfer of 33,788 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F7: Transfer of 33,788 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to The William R. Boyd Gaming Properties Trust, of which William R.Boyd is the Trustee, Settlor and Beneficiary.

F8: Transfer of 381 shares of Common Stock from BG-99 LP to BG-99 GRAT 3, of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F9: Transfer of 92,676 shares of Common Stock from BG-99 GRAT 2, of which the reporting person is the trustee, to William S. Boyd, the settlor of BG-99 GRAT 2. **

F10: By the BG-99 GRAT 2, of which the reporting person is the trustee.

F11: Transfer of 78,623 shares of Common Stock from BG-99 GRAT 3, of which the reporting person is the trustee, to William S. Boyd, the settlor of BG-99 GRAT 3. **

F12: By the BG-99 GRAT 3, of which the reporting person is the trustee.

F13: Transfer of 10,297 shares of Common Stock from the BG-00 Limited Partnership ("BG-00 LP") of which MBGPT is the general partner, to the BG-00 Grantor Retained Annuity Trust 3 ("BG-00 GRAT 3"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F14: By the BG-00 LP, of which MBGPT, is the general partner thereof.

F15: Transfer of 322 shares of Common Stock from the BG-00 LP to W.S.B., Inc., a wholly owned corporation of William S. Boyd

F16: Transfer of 7,187 shares of Common Stock from the BG-00 LP to The Samuel J. Boyd Gaming Properties Trust, of which Samuel J. Boyd is the Trustee, Settlor and Beneficiary.

F17: Transfer of 7,187 shares of Common Stock from the BG-00 LP to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F18: Transfer of 7,187 shares of Common Stock from the BG-00 LP to The William R. Boyd Gaming Properties Trust, of which William R. Boyd is the Trustee, Settlor and Beneficiary.

F19: Transfer of 42,910 shares of Common Stock from BG-00 GRAT 3 to William S. Boyd, the settlor of BG-00 GRAT 3. **

F20: By the BG-00 GRAT 3, of which the reporting person is the trustee.

F21: Transfer of 6,058 shares of Common Stock from the BG-01 Limited Partnership ("BG-01 LP") of which MBGPT is the general partner, to the BG-01 Grantor Retained Annuity Trust 2 ("BG-01 GRAT 2"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F22: By the BG-01 LP, of which MBGPT, is the general partner thereof.

F23: Transfer of 6,058 shares of Common Stock from BG-01 LP to the BG-01 Grantor Retained Annuity Trust 3 ("BG-01 GRAT 3"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F24: Transfer of 53,904 shares of Common Stock from BG-01 GRAT 2 to William S. Boyd, the settlor of BG-01 GRAT 2. **

F25: By the BG-01 GRAT 2, of which the reporting person is the trustee.

F26: Transfer of 107,312 shares of Common Stock from BG-01 GRAT 3 to William S. Boyd, the settlor of BG-01 GRAT 3. **

F27: By the BG-01 GRAT 3, of which the reporting person is the trustee.

F28: Transfer of 9,850 shares of Common Stock from the BG-02 Limited Partnership ("BG-02 LP") of which MBGPT is the general partner, to the BG-02 Grantor Retained Annuity Trust 2 ("BG-02 GRAT 2"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F29: By the BG-02 LP, of which MBGPT, is the general partner thereof.

F30: Transfer of 9,850 shares of Common Stock from BG-02 LP to the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F31: Transfer of 75,596 shares of Common Stock from BG-02 LP to the BG-02 Grantor Retained Annuity Trust 1 ("BG-02 GRAT 1"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.