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: JOHNSON MARIANNE BOYD (Director, Vice Chairman and Executive VP, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	G	37550	—	Acquired	1833622	Indirect
2011-12-31	Common Stock	J	722353	—	Disposed	3029791	Indirect
2011-12-31	Common Stock	J	1464401	—	Disposed	4494192	Indirect
2011-12-31	Common Stock	J	1256255	—	Disposed	5750347	Indirect
2011-12-31	Common Stock	J	262768	—	Disposed	6013115	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	542205	Indirect
Common Stock	57807	Indirect
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 Shares	118715	Direct

Footnotes

F1: Gift from W.S.B., Inc. ("WSB") of 37,550 shares of Common Stock of Boyd Gaming Corporation ("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.

F2: By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership, which is included in note (2) hereof.

F3: Exempt transfer of 722,353 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the W.M. Limited Partnership ("W.M. LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-00 Limited Partnership ("BG-00 LP"), of which the MBGPT is the general partner, by way of a merger of the W.M. LP into the BG-00 LP 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. The reporting person is the trustee, settlor and beneficiary of MBGPT.

F4: By the BG-00 LP of which MBGPT is the general partner thereof.

F5: Exempt transfer of 1,464,401 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-00 Limited Partnership ("BG-00 LP"), of which the MBGPT is the general partner, by way of a merger of the BG-99 LP into the BG-00 LP 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. The reporting person is the trustee, settlor and beneficiary of MBGPT.

F6: Exempt transfer of 1,256,155 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-01 Limited Partnership ("BG-01 LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-00 Limited Partnership ("BG-00 LP"), of which the MBGPT is the general partner by way of a merger of the BG-01 LP into the BG-00 LP 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. The reporting person is the trustee, settlor and beneficiary of MBGPT.

F7: Exempt transfer of 262,768 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-02 Limited Partnership ("BG-02 LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-00 Limited Partnership ("BG-00 LP"), of which the MBGPT is the general partner, by way of a merger of the BG-02 LP into the BG-00 LP 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. The reporting person is the trustee, settlor and beneficiary of MBGPT.

F8: 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.

F9: By BG-09 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.

F10: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F11: By William R. Boyd and Myong Boyd Children's Trust dated 8/1/93, of which the reporting person is the trustee.

F12: By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

F13: By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.

F14: By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

F15: By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

F16: By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.

F17: By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

F18: By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.