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: BOYD WILLIAM R (Director, Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-14	Common Stock	M	401	$14.23	Acquired	42586	Direct
2013-05-14	Common Stock	S	401	$14.40	Disposed	42185	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	401	Disposed	2013-05-15	Common Stock (401)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2027979	Indirect
Common Stock	37051	Indirect

Footnotes

F1: By William R. Boyd Gaming PropertiesTrust, of which reporting person is Trustee, Settlor and Beneficiary.

F2: By the Sean William Johnson Education Trust (1997) of which William R. Boyd is Trustee.

F3: Options granted under Boyd Gaming Corporation 2002 Flexible Stock Option 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.