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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Stock	J	158169	—	Disposed	384036	Indirect
2012-12-10	Common Stock	J	125085	—	Disposed	258951	Indirect
2012-12-10	Common Stock	J	3295	—	Disposed	255656	Indirect
2012-12-10	Common Stock	J	14334	—	Disposed	241322	Indirect
2012-12-10	Common Stock	J	14334	—	Disposed	226988	Indirect
2012-12-10	Common Stock	J	14334	—	Disposed	212654	Indirect
2012-12-10	Common Stock	J	158169	—	Disposed	0	Indirect
2012-12-10	Common Stock	J	103206	—	Disposed	79686	Indirect
2012-12-10	Common Stock	J	14334	—	Acquired	1868166	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91324	Indirect
Common Stock	130247	Indirect
Common Stock	34420	Indirect
Common Stock	34420	Indirect
Common Stock	33130	Indirect
Common Stock	34420	Indirect
Common Stock	34420	Indirect
Common Stock	32930	Indirect
Common Stock	19022	Indirect
Common Stock	6013115	Indirect
Common Stock	127076	Direct

Footnotes

F1: Transfer of 158,169 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-09 Limited Partnership ("BG-09 LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-09 Grantor Retained Annuity Trust 1 ("BG-09 GRAT 1"), of which the reporting person is the trustee. 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.

F2: By the BG-09 LP, of which MBGPT, is the general partner thereof.

F3: Transfer of 125,085 shares of Common Stock from the BG-09 Limited Partnership ("BG-09 LP") of which MBGPT is the general partner, to the BG-09 Grantor Retained Annuity Trust 2 ("BG-09 GRAT 1"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F4: Transfer of 3,295 shares of Common Stock from the BG-09 LP, of which MBGPT is the general partner, to The William S. Boyd Gaming Properties Trust, of which William S. Boyd is the Trustee, Settlor and Beneficiary.

F5: Transfer of 14,334 shares of Common Stock from the BG-09 LP, of which MBGPT is the general partner, to The Samuel J. Boyd Gaming Properties Trust, of which Samuel J. Boyd is the Trustee, Settlor and Beneficiary.

F6: Transfer of 14,334 shares of Common Stock from the BG-09 LP, of which MBGPT is the general partner, to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F7: Transfer of 14,334 shares of Common Stock from the BG-09 LP, of which MBGPT is the general partner, to The William R. Boyd Gaming Properties Trust, of which William R. Boyd is the Trustee, Settlor and Beneficiary.

F8: Transfer of 158,169 shares of Common Stock from BG-09 GRAT 1 to William S. Boyd, the settlor of BG-09 GRAT 1. **

F9: By the BG-09 GRAT 1, of which the reporting person is the trustee.

F10: Transfer of 103,206 shares of Common Stock from BG-09 GRAT 2 to William S. Boyd, the settlor of BG-09 GRAT 2. **

F11: By the BG-09 GRAT 2, of which the reporting person is the trustee.

F12: Distribution of 14,334 shares of Common Stock from BG-09 LP to the MBGPT, of which the reporting person is the Trustee, Settlor and Beneficiary.

F13: By the MBGPT, excluding shares held by BG-00 LP and BG-09 LP.

F14: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F15: By William R. Boyd and Myong Boyd Children's Trust dated 8/1/93, of which the reporting person is the trustee.

F16: By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

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

F18: By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

F19: By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

F20: By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.

F21: By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

F22: By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

F23: By BG-00 Limited Partnership, of which the MBGPT is the general partner thereof.