BOYD GAMING CORP — Director's Dealing 2013

Mar 20, 2013

SEC Form 4/A — Form 4/A

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2011-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	J	28000	—	Disposed	112652	Indirect
2011-12-31	Common Stock	G	112652	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18696232	Indirect
Common Stock	542205	Indirect
Common Stock	153117	Indirect
Common Stock	91937	Direct

Footnotes

F1: Exempt transfer of 28,000 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the William S. Boyd Family Corporation ("Family Corporation") which is the reporting person's wholly owned corporation to W.S.B., Inc., ("WSB") which was at the time another wholly owned corporation of the reporting person, by way of a merger of William S. Boyd Family Corporation into the W.S.B., Inc. 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.

F2: By W.S.B., which was at the time, the reporting person's wholly owned corporation.

F3: Reflects exempt gift of the shares of W.S.B. to the reporting person's three children, as follows: one-third of such shares to the Samuel Joseph Boyd Gaming Properties Trust of which Samuel Joseph Boyd is the Trustee, Settlor and Beneficiary; one-third of such shares to the William Richard Boyd Gaming Properties Trust of which William Richard Boyd is the Trustee, Settlor and Beneficiary; and one-third of such shares to the Marianne E. Boyd Gaming Properties Trust, of which Marianne E. Boyd is the Trustee, Settlor and Beneficiary. As a result of that gift, the Reporting Persons three children now own W.S.B., and voting and investment power over the shares of Common Stock held by W.S.B. are made by a majority vote of the three children who are the directors of W.S.B. W.S.B. holds 112,652 shares of Common Stock.

F4: By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.

F5: By BG-09 Limited Partnership, of which each of WSBGPT and MBGPT are the general partners thereof.