BOYD GAMING CORP — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2012-01-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-18	Common Stock	G	14224	—	Disposed	18682008	Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: On January 18, 2012, the reporting person gifted 12,446 shares of Common Stock (the "Shares") from William S. Boyd Gaming Properties Trust ("WSBGPT") to the education trusts of the following grandchildren in the amounts specified in brackets: The Aysia Lynn Boyd 1997 Education Trust (1,778 shares), The Samuel Joseph Boyd, Jr., 1997 Education Trust (1,778 shares), The Taylor Joseph Boyd 1997 Education Trust (1,778 shares), The Josef William Boyd 1997 Education Trust (1,778 shares), The T'Mir Kathleen Boyd 1997 Education Trust (1,778 shares), The William Samuel Boyd 1997 Education Trust (1,778 shares), The Sean William Johnson 1997 Education Trust (1,778 shares), and The Justin Boyd 1999 Education Trust (1,778 shares).

F2: By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.

F3: 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.