BOYD GAMING CORP — Director's Dealing 2013

Nov 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2013-11-07

Reporting Person: BOYD WILLIAM R (Director, Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-07	Common Stock	A	13085	—	Acquired	45960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-07	Employee Stock Option (Right to Buy)	$9.86	A	23384	Acquired	2023-11-07	Common Stock (23384)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37051	Indirect
Common Stock	2049660	Indirect

Footnotes

F1: The Reporting Person was awarded 13,085 Restricted Stock Units for no consideration pursuant to the Issuer's 2012 Stock Incentive Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock upon vesting. The Restricted Stock Units will vest in full upon the third anniversary of the date of award. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2012 Stock Incentive Plan.

F2: By the Sean W. Johnson Education Trust, dated July 1, 1997, of which the Reporting Person is the Trustee.

F3: By William R. Boyd Gaming Properties Trust, of which reporting person is Trustee, Settlor and Beneficiary.

F4: Options granted under the Issuer's 2012 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.