BOYD GAMING CORP — Director's Dealing 2011

Nov 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2011-11-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-17	Common Stock	J	241858	—	Acquired	18452704	Indirect
2011-11-17	Common Stock	J	141609	—	Acquired	18594313	Indirect
2011-11-17	Common Stock	J	77379	—	Acquired	18671692	Indirect
2011-11-17	Common Stock	J	4310	—	Acquired	81702	Indirect
2011-11-17	Common Stock	J	2950	—	Acquired	84652	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28000	Indirect
Common Stock	542205	Indirect
Common Stock	153117	Indirect
Common Stock	73620	Direct

Footnotes

F1: Distribution to reporting person of 241,858 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3") of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 241,858 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 141,609 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 141,609 shares of Common Stock to the WSBGPT.*

F4: Distribution to reporting person of 77,379 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 77.379 shares of Common Stock to the WSBGPT.*

F5: Distribution of 4,310 shares of Common Stock from the BG-02 LP of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of reporting person.

F6: By W.S.B., Inc., the reporting person's wholly owned corporation.

F7: Distribution of 2,950 shares of Common Stock from the BG-09 LP of which MBGPT is the general partner, to W.S.B., Inc.

F8: By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.

F9: By BG-09 Limited Partnership, of which each of WSBGPT and MBGPT are the general partners thereof. The balance reflects the transfers reported herein 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.