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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-17	Common Stock	J	96266	—	Acquired	1768374	Indirect
2011-11-17	Common Stock	J	12833	—	Acquired	1781207	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91324	Indirect
Common Stock	130247	Indirect
Common Stock	32642	Indirect
Common Stock	32642	Indirect
Common Stock	31352	Indirect
Common Stock	32642	Indirect
Common Stock	32642	Indirect
Common Stock	31152	Indirect
Common Stock	17244	Indirect
Common Stock	722353	Indirect
Common Stock	1464401	Indirect
Common Stock	2307438	Indirect
Common Stock	1256155	Indirect
Common Stock	262768	Indirect
Common Stock	542205	Indirect
Common Stock	57807	Indirect
Common Stock	0	Indirect
Common Stock	105009	Direct

Footnotes

F1: Distribution of 96,266 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BTG-02 LP") to the Marianne Johnson Gaming Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.

F2: By the Marianne Boyd Gaming Properties Trust (MBGPT), excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership, BG-02 Limited Partnership and BG-09 Limited Partnership.

F3: Distribution of 12,833 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BTG-09 LP") to the Marianne Johnson Gaming Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.

F4: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F5: William R. Boyd and Myong Boyd Children's Trust dated August 1, 1993, of which the Reporting Person is the trustee.

F6: By the Aysia Lynn Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F7: By the Taylor Joseph Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F8: By the William Samuel Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F9: By the Samuel Joseph Boyd, Jr. Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F10: By the T'Mir Kathleen Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F11: By the Josef William Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F12: By the Justin Boyd Education Trust, dated November 1, 1999, of which the Reporting Person is the trustee.

F13: By the W.M. Limited Partnership, of which Marianne Boyd Gaming Properties Trust ("MBGPT"), is the general partner thereof.

F14: By BG-99 Limited Partnership, of which MBGPT, is the general partner thereof.

F15: By BG-00 Limited Partnership, of which MBGPT, is the general partner thereof.

F16: By BG-01 Limited Partnership, of which MBGPT, is the general partner thereof.

F17: By BG-02 Limited Partnership, of which MBGPT, is the general partner thereof.

F18: 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.

F19: By the BG-09 Grantor Retained Annuity Trust 2 ("BG-09 GRAT 2"), of which the reporting person is the trustee.

F20: By the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which the reporting person is the trustee.