BOYD GAMING CORP — Director's Dealing 2012

Dec 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2012-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Stock	J	158169	—	Acquired	18864717	Indirect
2012-12-10	Common Stock	J	103206	—	Acquired	18967923	Indirect
2012-12-10	Common Stock	J	3295	—	Acquired	18971218	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	212654	Indirect
Common Stock	153117	Indirect
Common Stock	110254	Direct

Footnotes

F1: Distribution to reporting person of 158,169 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 158,169 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 103,206 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 103,206 shares of Common Stock to the WSBGPT.*

F4: Distribution of 3,295 shares of Common Stock from the BG-09 Limited Partnership of which MBGPT is the general partner, to WSBGPT.

F5: 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.