BOYD GAMING CORP — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2011-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	J	28000	—	Disposed	112652	Indirect
2011-12-31	Common Stock	G	37551	—	Disposed	75101	Indirect
2011-12-31	Common Stock	G	37551	—	Disposed	37550	Indirect
2011-12-31	Common Stock	G	37550	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18696232	Indirect
Common Stock	542205	Indirect
Common Stock	153117	Indirect
Common Stock	91937	Direct

Footnotes

F1: Exempt transfer of 28,000 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the William S. Boyd Family Corporation ("Family Corporation") which is the reporting person's wholly owned corporation to W.S.B., Inc., ("WSB") which is another wholly owned corporation of the reporting person, by way of a merger of William S. Boyd Family Corporation into the W.S.B., Inc. effective December 31, 2011. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F2: By W.S.B., Inc., the reporting person's wholly owned corporation.

F3: Gift from W.S.B of 37,551 shares of Common Stock to the Samuel Joseph Boyd Gaming Properties Trust, of which Samuel Joseph Boyd is the Trustee, Settlor and Beneficiary,

F4: Gift from W.S.B. of 37, 551 shares of Common Stock to the William Richard Boyd Gaming Properties Trust, of which William Richard Boyd is the Trustee, Settlor and Beneficiary.

F5: Gift from W.S.B. of 37,550 shares of Common Stock to the Marianne Boyd Gaming Properties Trust, of which Marianne E. Boyd is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership,

F6: By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.

F7: By BG-09 Limited Partnership, of which each of WSBGPT and MBGPT are the general partners thereof.