BOYD GAMING CORP — Director's Dealing 2013

May 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2013-05-14

Reporting Person: JOHNSON MARIANNE BOYD (Director, Executive Vice President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-14	Common Stock	M	20000	$14.23	Acquired	132453	Direct
2013-05-14	Common Stock	S	20000	$14.34	Disposed	112453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-14	Employee Stock Option (Right to Buy)	$14.23	M	20000	Disposed	2013-05-15	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1847431	Indirect
Common Stock	91324	Indirect
Common Stock	130247	Indirect
Common Stock	36452	Indirect
Common Stock	36452	Indirect
Common Stock	35162	Indirect
Common Stock	36452	Indirect
Common Stock	36452	Indirect
Common Stock	36452	Indirect
Common Stock	34962	Indirect
Common Stock	21054	Indirect
Common Stock	6013115	Indirect
Common Stock	212654	Indirect
Common Stock	79686	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $14.34 to $14.355. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: By the Marianne Boyd Gaming Properties Trust (MBGPT), excluding shares held by BG-00 Limited Partnership and BG-09 Limited Partnership.

F3: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F4: William R. Boyd and Myong Boyd Children's Trust dated August 1, 1993, of which the Reporting Person is the trustee.

F5: By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

F6: By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.

F7: By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

F8: By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

F9: By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.

F10: By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

F11: By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

F12: By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

F13: 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.

F14: By BG-09 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.

F15: Options granted under Boyd Gaming Corporation's 2002 Stock Incentive Plan. Vesting plan calls for options to become exercisable at the rate of 33.333% per year on the first day of each successive 12 month period commencing one year from grant date.