BOYD GAMING CORP — Director's Dealing 2013

May 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2013-04-29

Reporting Person: BOUGHNER ROBERT L (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-29	Common Stock	M	135800	$6.60	Acquired	304168	Direct
2013-04-29	Common Stock	M	25511	$6.70	Acquired	329679	Direct
2013-04-29	Common Stock	S	161311	$11.7193	Disposed	168368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-29	Employee Stock Option (Right to Buy)	$6.60	M	135800	Disposed	2018-11-04	Common Stock (135800)	Direct
2013-04-29	Employee Stock Option (Right to Buy)	$6.70	M	25511	Disposed	2021-12-07	Common Stock (25511)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $11.645 to $11.77. 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: 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.